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Re Norstar Recycling Pty Ltd

Re Norstar Recycling Pty Ltd

Case [2025] VSC 657 20 October 2025

Injunction

Interlocutory Orders

Compensatory Damages

Civil Litigation & Procedure

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IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE
COMMERCIAL COURT

CORPORATIONS LIST

S ECI 2025 03250

MARADOX PTY LTD (ACN 059 570 955)	Plaintiff
v
RAYMOND SAILAH & ORS	Defendant
(according to the Schedule attached)

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JUDGE:	Waller J
WHERE HELD:	Melbourne
DATE OF HEARING:	6 October 2025
DATE OF RULING:	20 October 2025
CASE MAY BE CITED AS:	Re Norstar Recycling Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 657

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INJUNCTIONS – Application for interlocutory injunction – Where plaintiff seeks to restrain first and second defendants from putting a resolution to a company board concerning payment of moneys – Principles relevant to granting interlocutory injunctions – No serious questions to be tried – Balance of convenience weighs against granting of interlocutory injunction – Damages likely an adequate remedy – Application dismissed.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr I W Upjohn KC with Mr J Mereine and Mr P Donovan	Roberts Gray Lawyers
For the First and Second Defendants	Mr D Batt KC with Mr G Kozminksy and Mr M Roberts	King & Collins
For the Third Defendant	No appearance
For the Fourth Defendant	No appearance

HIS HONOUR:

A. INTRODUCTION

The substantive dispute in this proceeding involves claims of oppression by the plaintiff, Maradox Pty Ltd (Maradox) against the first defendant, Raymond Sailah, and the second defendant, James Sailah, concerning the affairs of the fourth defendant, Norstar Recycling Pty Ltd (Norstar).

Norstar, together with other entities, conducts a business known as Norstar Steel Recyclers. The directors of Norstar are Paul Sailah, Raymond Sailah and James Sailah who are brothers. For convenience, and without intending any disrespect, I will refer to them by their first names.

By its originating process, Maradox seeks relief pursuant to s 233 or alternatively s 461(1)(k) of the Corporations Act 2001 (Cth) (Act). The orders it seeks include that:

(a) Raymond and James be restrained from causing any payment other than in the ordinary course of business to be made by Norstar without the consent of Maradox;

(b) certain persons be appointed as directors of Norstar; and

(c) Maradox purchase all of the shares in Norstar owned by the third defendant, Normet Industries Nominees Pty Ltd (NIN).

The present application concerns a resolution that Raymond and James seek to put to the board of Norstar (the Resolution). The Resolution would require Norstar to pay amounts totalling $25,517,399.60 to companies associated with them - R & J Sailah Pty Ltd, Raymond Sailah Pty Ltd and James Sailah Pty Ltd (the R & J companies).

By interlocutory process dated 11 June 2025, Maradox sought an interlocutory injunction restraining Raymond and James from putting the Resolution to Norstar’s board. The matter came before me as an urgent application on that day. At the hearing of the application, Maradox, by its counsel, gave the usual undertaking as to damages[1] and Raymond and James, by their solicitor, undertook not to put the Resolution to the board of…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Norstar Recycling Pty Ltd

Details

AGLC: Re Norstar Recycling Pty Ltd [2025] VSC 657
Case: [2025] VSC 657
Decision Date: 20 October 2025

CaseChat Overview and Summary

The case before the court involved a plaintiff seeking an interlocutory injunction to prevent the first and second defendants from proposing a resolution to the company's board regarding the payment of certain moneys. The matter was heard in the court, where the plaintiff argued for the injunction to safeguard their interests against potential harm. The defendants opposed the application, contending that the plaintiff had not demonstrated the necessary criteria for an interlocutory injunction to be granted.

The court was required to determine whether the plaintiff had established that there were no serious questions to be tried, and whether the balance of convenience favoured granting the injunction. Additionally, the court had to consider whether damages would likely be an adequate remedy for the plaintiff. In examining these issues, the court focused on the principles that guide the granting of interlocutory injunctions, particularly the need to balance the potential harm to the plaintiff against the prejudice that would be suffered by the defendants if the injunction were granted.

After considering the arguments and evidence presented, the court found that the plaintiff had not demonstrated that there were no serious questions to be tried on the merits of the case. Furthermore, the court determined that the balance of convenience weighed against granting the injunction, as the potential prejudice to the defendants outweighed any harm to the plaintiff. The court also concluded that damages would likely be an adequate remedy for the plaintiff, should they succeed in their claims at trial. Consequently, the application for an interlocutory injunction was dismissed.

No further orders were made by the court in this instance.

Orders