Re Quintis (Australia) Pty Ltd (Receivers And Managers Appointed) (Administrators Appointed) & Ors [No 3] - [2025] WASC 248

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE QUINTIS (AUSTRALIA) PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED) & ORS [No 3] [2025] WASC 248
CORAM:   STRK J
HEARD:   14 OCTOBER 2024 (WITH SUPPLEMENTARY SUBMISSIONS AND AFFIDAVITS FILED AFTER THE HEARING)
DELIVERED          :   23 JUNE 2025
FILE NO/S:   COR 62 of 2024
BETWEEN:   DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of QUINTIS (AUSTRALIA) PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
First Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of SANDALWOOD PROPERTIES LTD (FORMERLY KNOWN AS T.F.S. PROPERTIES LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Second Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of QUINTIS FORESTRY PTY LTD (FORMERLY KNOWN AS TROPICAL FORESTRY SERVICES LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Third Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of ARWON FINANCE PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Fourth Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of QUINTIS LEASING PTY LTD (FORMERLY KNOWN AS T.F.S. LEASING PTY LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Fifth Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of FIELDPARK PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Sixth Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of MT ROMANCE HOLDINGS PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Seventh Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of QUINTIS SANDALWOOD PTY LTD (FORMERLY KNOWN AS MT ROMANCE AUSTRALIA PTY LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Eighth Plaintiff
DANIEL WOODHOUSE, HAYDEN WHITE, JOHN PARK as joint and several receivers and managers of ABOUT TIME WE MET PTY LTD (FORMERLY KNOWN AS AUSTRALIA SANDALWOOD OIL CO. PTY LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Ninth Plaintiff
AND
PAUL BEGLEY, SHIRLEY SPENCER AS EXECUTOR OF THE DECEASED ESTATE OF COLIN SPENCER, GREGORY BRUDENELL, AND OTHERS NAMED IN THE SCHEDULE TO THE INTERLOCUTORY PROCESS FILED ON 21 AUGUST 2024
Defendants
AND
RICHARD TUCKER and SCOTT KERSHAW in their capacity as joint and several liquidators of SANDALWOOD PROPERTIES LTD (FORMERLY KNOWN AS T.F.S. PROPERTIES LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION), QUINTIS FORESTRY PTY LTD (FORMERLY KNOWN AS TROPICAL FORESTRY SERVICES LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION) and QUINTIS LEASING PTY LTD (FORMERLY KNOWN AS T.F.S. LEASING PTY LTD) (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION)
Interested Party

Catchwords:

Corporations - Insolvency - External administration - Receivers and managers appointed - Managed investment scheme - Whether scheme trees and leases and subleases in respect of land used for the purposes of various managed investment schemes are 'scheme property' as defined in the Corporations Act 2001 (Cth) s 9 and held on trust for scheme investors by the responsible entity - Whether the scheme trees and leases and subleases in respect of land used for the purposes of various managed investment schemes are subject to an equitable lien in favour of scheme investors arising by implication of law - Directions pursuant to the Corporations Act 2001 (Cth) s 424 - Whether the receivers would be justified and acting properly in proceeding on the basis that scheme investors under various managed investment schemes have no right, title or interest on any scheme trees on certain land assets or in those land assets - Whether the receivers would be justified and acting properly in executing deeds of surrender in respect of leases and subleases and withdrawal of caveats with respect to land used for the purposes of various managed investment schemes - Whether the receivers would be justified and acting properly in selling certain land assets notwithstanding claims asserted by scheme investors in respect of scheme trees and/or the various land assets used for the purposes of various managed investment schemes - Whether the receivers would be justified and acting properly in applying proceeds of sale in accordance with appointment deeds notwithstanding claims asserted by scheme investors - Declarations regarding right, title and interest in land used for the purposes of various managed investment schemes and scheme trees on that land - Declarations regarding the application of proceeds of sale of scheme trees

Legislation:

Corporations Act 2001 (Cth), s 424, s 601GA, s 601ND
Supreme Court Act 1935 (WA), s 25(6)
Supreme Court (Corporations) (WA) Rules 2004 (WA), r 2.2(1)(b)
Rules of the Supreme Court 1971 (WA), O 2 r 1(2), O 5 r 9, O 10 r 11, O 18 r 6

Result:

Application granted; directions given and declarations made

Category: B

Representation:

Counsel:

First Plaintiff	:	WCJ Zappia
Second Plaintiff	:	WCJ Zappia
Third Plaintiff	:	WCJ Zappia
Fourth Plaintiff	:	WCJ Zappia
Fifth Plaintiff	:	WCJ Zappia
Sixth Plaintiff	:	WCJ Zappia
Seventh Plaintiff	:	WCJ Zappia
Eighth Plaintiff	:	WCJ Zappia
Ninth Plaintiff	:	WCJ Zappia
Represented Defendants	:	GR Donaldson SC & NA Tiverios
Other Defendants	:	No appearance
Interested Party	:	JG Abberton

Solicitors:

First Plaintiff	:	Clifford Chance
Second Plaintiff	:	Clifford Chance
Third Plaintiff	:	Clifford Chance
Fourth Plaintiff	:	Clifford Chance
Fifth Plaintiff	:	Clifford Chance
Sixth Plaintiff	:	Clifford Chance
Seventh Plaintiff	:	Clifford Chance
Eighth Plaintiff	:	Clifford Chance
Ninth Plaintiff	:	Clifford Chance
Represented Defendants	:	Mizen+Mizen
Other Defendants	:	No appearance
Interested Party	:	Lavan

Cases referred to in decision:

Angelopoulos v Sabatino (1995) 65 SASR 1
Anglican Insurance Ltd [2008] NSWSC 41; (2008) 26 ACLC 147
Aussie Airlines Pty Ltd v Australian Airlines Ltd (1996) 68 FCR 406
Bridgewater v Leahy (1998) 194 CLR 457
Brookfield Multiplex Limited v International Litigation Funding Partners Pte Ltd [2009] FCAFC 147
Cadorange Pty Ltd (in liq) v Tanga Holdings Pty Ltd (1990) 20 NSWLR 26
Capelli v Shepard [2010] VSCA 2
Coad v Wellness Pursuit Pty Ltd (in liq) (2009) 40 WAR 53
Davies v Littlejohn (1923) 34 CLR 174
Ellison v Sandini Pty Ltd (2018) 263 FCR 460
Federal Commissioner of Taxation v ElecNet (Aust) Pty Ltd [2015] FCAFC 178; (2015) 239 FCR 359
Fensom v Cootamundra Racecourse Reserve Trust [2000] NSWSC 1072
Forsket v McKeown [2001] 1 AC 102
Hance v Federal Commissioner of Taxation [2008] FCAFC 196
Handberg (in his capacity as liquidator of S & D International Pty Ltd (ACN 075 030 447) (in liq) v MIG Property Services Pty Ltd (ACN 006 657 174) [2010] VSC 336; (2010) 79 ACSR 373
Hewett v Court (1983) 149 CLR 639
Hunter v Moss [1994] 1 WLR 452
In the matter of i-Prosperity Waterside Rhodes Pty Ltd in its own capacity and as trustee for the i-Prosperity Waterside Rhodes Unit Trust [2021] NSWSC 1065
Jackson v Crosby (No 2) (1979) 21 SASR 280
JN Taylor Holdings Ltd (in liq) v Bond (1993) 59 SASR 432
Johnco Nominees Pty Ltd v Albury-Wodonga (New South Wales) Corporation [1977] 1 NSWLR 43
Kauter v Hilton (1953) 90 CLR 86
Knight v Knight (1840) 3 Beav 148, 173; 49 ER 58
Litigation Capital Partners LLP Pte Ltd (Registration No 200922518M) v ACN 117 641 004 Pty Ltd (in liquidation) (formerly known as Vale Cash Management Fund Pty Ltd) [2021] WASC 161
Macks v Viscariello [2017] SASCFC 172; (2017) 328 FLR 115
Mark Anthony Korda and David John Winterbottom As Receivers and Managers of Westpoint Corporation Pty Ltd (In Liq) (Receivers and Managers Appointed) and the companies listed in Schedule 1 v Silkchime Pty Ltd (Receivers and Managers Appointed) atf Silkchime Unit Trust [2010] WASC 155; (2010) 243 FLR 269
Mier & Jonsson v FN Management Pty Ltd [2006] 1 Qd R 339
Morris v Morris [1982] 1 NSWLR 61
Muschinski v Dodds (1985) 160 CLR 583
Pearson v Lehman Brothers Finance SA [2011] EWCA Civ 1544; [2012] 2 BCLC 151
Preston, in the matter of Sandalwood Properties Ltd [2018] FCA 547
Re CA Pacific Finance Ltd (in liq) [2000] 1 BCLC 494
Re GB Nathan & Co Pty Ltd (in liq) (1991) 24 NSWLR 674
Re Mirabela Nickel Ltd (receivers and managers appointed) (in liq); ex parte Madden [2018] WASC 335
Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [2024] WASC 181
Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [2024] WASC 278
Re Southern Cross Airlines Holdings Ltd (in liq) [2000] 1 Qd R 84; (1998) 145 FLR 386
Re Willmott Forest Ltd (recievers and managers appointed) (in liquidation) (ACN 063 263 650) & Ors (No 2) [2012] VSC 125; (2012) 88 ACSR 18
Revroof Pty Ltd (receivers and managers appointed) v Taminga Street Investments Pty Ltd [2023] FCA 543
Sanderson v Classic Car Insurances Pty Ltd (1985) 10 ACLR 115; (1986) 4 ACLC 114
Saraceni v Jones [2012] WASCA 59; (2012) 42 WAR 518
Treecorp Australia Ltd (in liquidation) v Dwyer [2009] FCA 278; (2009) 175 FCR 373
White v Shortall [2006] NSWSC 1379; (2006) 68 NSWLR 650

Table of Contents

Overview

Evidence

First Woodhouse affidavit

Fourth Woodhouse affidavit

Fifth Woodhouse affidavit

Sixth Woodhouse affidavit

Seventh Woodhouse affidavit

Eighth Woodhouse affidavit

Third De Grys affidavit

Service affidavits

Circumstances in which the Receivers sought relief

The Quintis Group entities

Product disclosure statements

The constitutions

Overview

Clause 3 - 'Project Property'

Clause 6 - winding up a scheme or the project

Clause 14 - release of money

Clause 15 - entitlement to income from certain funds

Clause 23 - restrictions on applicants and Growers

Clause 30.8 - perpetuity period

The land holdings

The Voyager Land

Other land including the 'Relevant Land Assets'

Investment in the Quintis Managed Investment Schemes

Lease and management agreements

Categories of Growers under the lease and management agreements

Obligations of the Grower & the ownership of Scheme Trees

Background to the appointment of the Receivers - the winding up of the Quintis Managed Investment Schemes

Receivership and liquidation

The process of winding up

Disclaimer

Actions taken and intended to be taken by the Receivers

The Voyager Land

The Relevant Land Assets

Claims raised

The position of the Represented Defendants - overview

The position of the Liquidators - overview

The position of the Receivers and the need for the court orders - overview

Applicable principles

Application for directions under s 424

Application for declaratory relief

Disposition

Part A - What right, title or interest do the Scheme Investors have, if any, to the Scheme Trees or the Relevant Land Assets?

Relevant Land Assets

Scheme Trees and various leases and subleases that cover the land on which the Relevant Land Assets are situated

Part B - Relief concerning the right, title or interest in the Relevant Land Assets and the Scheme Trees on the Relevant Land Assets or on the Voyager Land

Standing to seek the directions sought

Standing to seek the declarations sought

Power to give the directions sought

Power to make the declaratory orders sought

Discretion

Part C - Relief concerning the surrender of lease, sublease/withdrawal of caveat instruments in respect to the Relevant Land Assets

Standing & power

Discretion

Part D - Relief concerning the sale of the Relevant Land Assets and the Scheme Trees on the Relevant Land Assets

Standing & power

Discretion

Part E - Relief concerning the application of proceeds of sale of the Relevant Land Assets

Standing & power

Discretion

Part F - Relief concerning the application of proceeds of sale of the Scheme Trees

Standing & power

Discretion

Conclusion and orders

Sch A - The Quintis Group entities

Sch B - Orders made on 18 July 2024

Sch C - Orders made on 27 August 2024

Sch D - Orders made on 20 September 2024

Sch E - Clauses 14.1 - 14.3 of the constitutions for the 2007, 2008 and 2009 Quintis Managed Investment Schemes

STRK J:

Overview

On 2 April 2024 Daniel Hillston Woodhouse, Hayden White and John Park were appointed as joint and several receivers and managers of the nine companies described at sch A to these reasons. They are all senior managing directors of FTI Consulting (Australia) Pty Ltd. In these reasons I refer to Messrs Woodhouse, White and Park as the Receivers, and the nine companies collectively as the Quintis Group entities.
These reasons concern directions and declaratory relief sought on behalf of the Receivers. The application was made in circumstances where earlier directions had been sought and were obtained from this court at the request of the Receivers pursuant to s 424 of the Corporations Act 2001 (Cth): see Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [2024] WASC 278.
As was recorded in the published reasons,[1] the earlier application for directions had concerned the sale of sandalwood trees grown on land leased by Quintis Forestry Pty Ltd that had been subleased and used for the purposes of the 2007, 2008 and 2009 Quintis Managed Investment Schemes, being Lot 240 on Deposited Plan 209468 and Lot 257 on Deposited Plan 209747 located in Western Australia. In my earlier reasons, the 2007, 2008 and 2009 Quintis Managed Investment Schemes were described collectively as the Quintis Managed Investment Schemes; the sandalwood trees grown on the land that was the subject of the Quintis Managed Investment Schemes were described as the Scheme Trees; the investors in the Quintis Managed Investment Schemes were described collectively as the Scheme Investors or Growers; and Lot 240 on Deposited Plan 209468 and Lot 257 on Deposited Plan 209747 on which the Scheme Trees were grown, were together described as the Voyager Land. In these reasons, for ease and consistency of reference, I adopt the same descriptions, save that reference to the Quintis Managed Investment Schemes will also include reference to the 2012 and 2014 Quintis Managed Investment Schemes.
[1] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [3].
As was also recorded in the earlier published reasons,[2] various Quintis Managed Investment Schemes operated within a structure established and defined by a constitution, a product disclosure statement, and a lease and management agreement, on the Voyager Land which was leased and subleased.
[2] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [5].
Directions were sought and obtained in circumstances where the Receivers had informed the court that they wished to sell the unharvested Scheme Trees located on the Voyager Land, for the benefit of their appointors and to minimise costs, but where they were on notice that some investors (described as Scheme Investors or Growers) had asserted a claim, right or interest in the Scheme Trees, and that some Scheme Investors claimed to hold a security interest in the Scheme Trees and had registered that claimed interest on the Personal Property Securities Register (PPSR).[3]
[3] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [6].
Directions were sought by the Receivers (as the joint and several receivers and managers of Quintis Forestry Pty Ltd), and were given to the effect that they would be acting properly and would be justified in:
(a)treating the sandalwood trees located on the Voyager Land as being trees previously the subject of the Quintis Managed Investment Schemes to which neither 'Non-Electing Growers' nor 'Electing Growers' (as defined in the lease and management agreements) have any interest, right or title under the Quintis Managed Investment Schemes in light of cl 5.14, cl 15 and cl 16 of the lease and management agreements; and
(b)entering into a sale agreement and paying the net proceeds of sale of the Scheme Trees on the Voyager Land (after deduction of marketing and selling costs) into an interest bearing escrow account on an interim basis pending determination by this court, or agreement, as to the distribution of the proceeds of sale.
The directions given with respect to the sale and the holding of the proceeds of sale of the Scheme Trees on the Voyager Land were reproduced at sch B to the published reasons.[4]
[4] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] sch B.
The Receivers now propose to sell and transfer clean title to the purchasers of five land titles owned by Quintis Group entities (not the Voyager Land) for the benefit of noteholders in accordance with the Receivers' deeds of appointment. The five land titles were formerly used to grow plantations of sandalwood trees for Quintis Managed Investment Schemes (the relevant schemes being the 2007, 2008, 2009, 2012 and 2014 Quintis Managed Investment Schemes). Certain investors have raised objections or have indicated that they have an interest in the Scheme Trees on that land.
These reasons concern a further application made by the Receivers for directions under s 424 of the Corporations Act, and for declarations pursuant to the court's inherent jurisdiction and s 25(6) of the Supreme Court Act 1935 (WA). Like the earlier application, the further application was made in an existing proceeding (known as COR 62 of 2024) by the filing of an interlocutory process.[5]
[5] As permitted by the Supreme Court (Corporations) (WA) Rules 2004 r 2.2(1)(b).
By the further application, the Receivers moved for directions and declarations concerning the right, title or interest in the five land titles owned by Quintis Group entities, and the Scheme Trees on that land.
They also moved for a direction for the purpose of securing clear title to the five land titles (which will involve the surrender of leases and subleases and the withdrawal of caveats); a direction regarding the sale of the five land titles and the Scheme Trees on that land; a direction regarding the application of proceeds of sale of the five land titles; and declarations concerning the application of proceeds of sale from the sale of Scheme Trees on the five land titles and the Voyager Land.
The declaration sought concerning the application of proceeds of sale from the sale of Scheme Trees on the Voyager Land was an application made further to the directions given on 18 July 2024 pursuant to s 424 of the Corporations Act.
Counsel for the Receivers emphasised that the further application was made in circumstances where all of the Quintis Group entities were in external administration, and all of the Quintis Managed Investment Schemes the subject of the application had been ordered to be wound up.[6]
[6] ts 128 (14 October 2024).
In summary, the Receivers maintained that the Scheme Investors did not have any continuing interest in the Scheme Trees (or if they did, that interest was valueless given the findings made by Cobby J when his Honour ordered that Sandalwood Properties Ltd (as the responsible entity) wind up ten managed investment schemes dating from 2007 to 2016, being all of the managed investment schemes of the Quintis Group entities that were on foot at that time, pursuant to s 601ND(l)(a) of the Corporations Act).[7] Further, the Receivers maintained that the noteholders on whose behalf the Receivers were appointed had security over the five land titles (and the Scheme Trees that were sold on the Voyager Land), which are otherwise realisable and available for sale in order to reduce the outstanding secured debt which is owed to those noteholders by Quintis Group entities.[8]
[7] The extempore reasons of Cobby J: ts 36 - 50 (12 March 2024), and the orders made on 12 and 14 March 2024; first affidavit of DH Woodhouse affirmed on 15 April 2024, par 20, DHW-6; sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 11(a).
[8] Receivers' outline of submissions filed on 4 October 2024, par 11.

The Receivers named over 2700 individuals and companies as defendants to this application made by interlocutory process. Those named as defendants to the interlocutory process were Paul Begley, Shirley Spencer as executor of the deceased estate of Colin Spencer, Gregory Brudenell, and each person and entity listed in the schedule to the interlocutory process titled 'MIS Investors'.
On 27 August 2024 the Receivers moved for a number of 'procedural orders' to be made with respect to this application, which orders concerned service of the interlocutory process on the persons and entities named as defendants in the interlocutory process, and the programming of the application to substantive hearing. The orders made on 27 August 2024 are reproduced at sch C to these reasons.
On 20 September 2024 the Receivers moved for a number of 'corrective orders', which included an order that each person described as a defendant in the interlocutory process be joined as a defendant to the proceeding pursuant to O 18 r 6 of the Rules of the Supreme Court 1971 (WA); to the extent required, an order that any irregularity in the issue of the interlocutory process for service outside of Australia by operation of O 5 r 9 of the Rules of the Supreme Court be cured nunc pro tunc pursuant to O 2 r 1(2) of the Rules of the Supreme Court; and granting the plaintiffs' leave nunc pro tunc to serve the papers on each defendant outside of Australia pursuant to O 10 r 11 of the Rules of the Supreme Court. In this regard, I note that of the 2,707 defendants named to the interlocutory process, the court understood that 2,166 were located outside of Western Australia (2139 interstate, and 27 overseas).[9] By the 'corrective orders', adjustments were also made to the programming orders depending upon whether a defendant was based in Western Australia, interstate, or outside of Australia. The orders made on 20 September 2024 are reproduced at sch D to these reasons.
[9] Affidavit of service of W Ndhlovu affirmed on 26 August 2024, par 8; affidavit of service of M De Grys affirmed on 13 September 2024, par 7.
Notices of appearance were filed on behalf of:
(a)the Sandalwood Farmers Co-op Limited ABN 68 126 953 072, in which Sandalwood Farmers Co-op Limited was described as being 'a Cooperative under the Co-operatives Act 2009 having members who are growers in this action';[10]
(b)Kenneth Williams and Peta Williams, in which Mr and Ms Williams were described as being 'Growers G1-0694 and named as a defendant';[11]
(c)Kennpet Pty Ltd ACN 085 043 885, in which Kennpet Pty Ltd was described as being 'Grower G1-0762';[12] and
(d)Richard Tucker and Scott Kershaw as joint and several liquidators of:
(i)Sandalwood Properties Ltd (receivers and managers appointed) (in liquidation);
(ii)Quintis Leasing Pty Ltd (receivers and managers appointed) (in liquidation); and
(iii)Quintis Forestry Pty Ltd (receivers and managers appointed) (in liquidation).[13]
[10] Notice of appearance filed on 20 September 2024.
[11] Notice of appearance filed on 20 September 2024.
[12] Notice of appearance filed on 20 September 2024.
[13] Notice of appearance filed on 14 October 2024.
In these reasons I refer to Messrs Tucker and Kershaw as the Liquidators. The Liquidators appeared at the hearing of the application through counsel, as persons with an interest in the proceeding. They did not seek to be joined as defendants.[14]
[14] Pursuant to Supreme Court (Corporations) (WA) Rules 2004 r 2.13(1)(c); ts 126 (14 October 2024); Liquidators' outline of submissions filed on 14 October 2024, par 3.
While Sandalwood Farmers Co-op Limited, Mr and Ms Williams and Kennpet Pty Ltd were each represented by the same firm of solicitors in the proceeding, only Mr and Ms Williams and Kennpet Pty Ltd sought to be heard through their common counsel at the hearing of the Receivers' application.[15] In these reasons I refer to Mr and Ms Williams and Kennpet Pty Ltd as the Represented Defendants. The application was heard on a defended basis.
[15] ts 126 (14 October 2024).
The court had the benefit of written submissions filed in advance of the hearing on behalf of the Receivers,[16] the Represented Defendants,[17] and the Liquidators,[18] and also supplementary submissions filed after the hearing on behalf of the Represented Defendants,[19] and the Receivers.[20]
[16] Receivers' outline of submissions filed on 4 October 2024; Receivers' responsive outline of submissions filed on 14 October 2024.
[17] Represented Defendants' outline of submissions filed on 11 October 2024.
[18] Liquidators' outline of submissions filed on 14 October 2024.
[19] Represented Defendants' supplementary outline of submissions filed on 21 October 2024.
[20] Receivers' supplementary outline of submissions filed on 28 October 2024.

Evidence

At the hearing of the application, counsel for the Receivers read six affidavits made by Mr Woodhouse, an affidavit made by Marina De Grys sworn on 14 October 2024, and various affidavits which concerned service of the application and papers on the defendants and communications with Scheme Investors.[21] Mr Woodhouse has been a registered liquidator since 2018, and is an experienced insolvency practitioner with over 20 years' experience in corporate restructuring and turnaround review, and advisory services.[22]
[21] ts 127 - 128 (14 October 2024).
[22] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 1.
Three of the six affidavits made by Mr Woodhouse were also read at the hearing of the Receivers' earlier application for directions.[23]

First Woodhouse affidavit

[23] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [11] - [14].

The first was Mr Woodhouse's affidavit affirmed on 15 April 2024 (that is, the first affidavit affirmed by Mr Woodhouse and filed in the proceeding), to which he annexed documents marked DHW-1 to DHW‑20.
The first Woodhouse affidavit was made in support of the Receivers' application for relief from liability under s 419A(7) of the Corporations Act: see Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [2024] WASC 181. Among other things, in his first affidavit, Mr Woodhouse provided background to the appointment of the Receivers and the receivership of the Quintis Group entities. For the purposes of this application, counsel did not read paragraphs 6, nor 28 to 47 of Mr Woodhouse's first affidavit.[24]
[24] ts 127 (14 October 2024).
Before the hearing of the application, on behalf of the Receivers a schedule was filed in which the annexures to the various affidavits of Mr Woodhouse relevant to this application were identified.[25] As to the first Woodhouse affidavit, the following annexures were identified as being relevant for the purposes of this application: document marked DHW-1 described as a 'Quintis Group Corporate Structure Chart'; document marked DHW-3 described as '19 December 2024 SPL Announcement on MIS Winding Up';[26] document marked DHW-7 described as 'Main Appointment Deed'; and document marked DHW-8 described as 'Supplement Appointment Deeds'.

Fourth Woodhouse affidavit

[25] Schedule of relevant annexures from Woodhouse affidavits filed on 11 October 2024.

[26] The references to SPL in the documents annexed to the various affidavits made by Mr Woodhouse is a reference to Sandalwood Properties Ltd.

The second was Mr Woodhouse's affidavit affirmed on 5 July 2024, to which Mr Woodhouse annexed documents marked DHW-21 to DHW‑48 (which was the fourth affidavit affirmed by Mr Woodhouse and filed in this proceeding). Mr Woodhouse's fourth affidavit was made for the purposes of the Receivers' earlier application for directions under s 424 of the Corporations Act.
As to the fourth Woodhouse affidavit, the following annexures were identified as being relevant for the purposes of this application: document marked DHW-25(a) described as the 'Ex Tempore Decision of the Honourable Justice Cobby dated 12 March 2024'; and the document marked DHW-26 described as the 'Termination Notices issued by SPL in respect of the TFS 2007 - TFS 2016 Scheme Lease and Management Agreements dated on or about 26 March 2024'.
The following annexures were also identified as being relevant for the purposes of this application, particularly with respect to 'MIS 2007':[27] document marked DHW-33 described as '2007 Quintis Lease and Management Agreement (2007 Quintis LMA)'; document marked DHW-33(a) described as 'Constitution between Sandalwood Properties Ltd and the ex-Scheme Investors of the 2007 Quintis MIS dated 2007'; document marked DHW-33(b) described as 'Lease (unregistered) between SPL and Quintis Leasing in respect of Lot 257 and Lot 240 of the Voyager Land dated 2008'; and document marked DHW-33(c) described as 'TFS 2007 Product Disclosure Statement dated 27 June 2007'.
[27] That is, the 2007 Quintis Managed Investment Scheme.
The following annexures were identified as being relevant for the purposes of this application, particularly with respect to 'MIS 2008':[28] document marked DHW-34 described as '2008 Quintis Lease and Management Agreement (2008 Quintis LMA)'; document marked DHW-34(a) described as 'Constitution between Sandalwood Properties Ltd and the ex-Scheme Investors of the 2008 Quintis MIS dated 2008 (with a deed of amendment of constitution dated 5 October 2021)'; and document marked DHW-34(b) described as 'TFS 2008 Product Disclosure Statement dated 1 February 2008'.
[28] That is, the 2008 Quintis Managed Investment Scheme.
The following annexures were identified as being relevant for the purposes of this application, particularly with respect to 'MIS 2009':[29] document marked DHW-35 described as '2009 Quintis Lease and Management Agreement (2008 Quintis LMA)';[30] document marked DHW-35(a) described as 'Constitution between Sandalwood Properties Ltd and the ex-Scheme Investors of the 2009 Quintis MIS dated 25 February 2009'; and document marked DHW-35(b) described as 'TFS 2009 Product Disclosure Statement dated 4 March 2009'.
[29] That is, the 2009 Quintis Managed Investment Scheme.
[30] The reference to '2008 Quintis LMA' appears to be a misdescription, as the document concerns the 2009 Quintis Managed Investment Scheme.
The following annexures were identified as being relevant for the purposes of this application, particularly with respect to 'allocations': document marked DHW-36 described as 'Quintis MIS ex-Scheme Investors - TFS 2007 - Lot 257 Allocation'; document marked DHW-37 described as 'Grower Application forms for the 2008 and 2009 Quintis LMAs referable to Lot 240'; and document marked DHW-38 described as 'Quintis MIS ex-Scheme Investors ‑ TFS 2007, 2008 & 2009 - Lot 240 Allocation'.
The following annexures were identified as being relevant for the purposes of this application, particularly with respect to the PPSR: document marked DHW-40 described as a 'Spreadsheet summarising the PPSR registrations that have been made against the Quintis Group Companies dated on or about 27 March 2024 (FTI Spreadsheet)'; document marked DHW-41 described as 'PPR Searches on the Quintis Group Companies dated 3 June 2024'; and document marked DHW-42 described as 'PPSR Searches on the Australian Registered Scheme Numbers of the Relevant Schemes dated 22 June 2024'.
The following annexures were identified as being relevant for the purposes of this application, particularly with respect to 'Ex Scheme Investor Communications': document marked DHW-43 described as 'Correspondence from Mr Steven Hendry dated on or about 19 April 2024'; document marked DHW-43(a) described as 'Correspondence dated between 20 December 2023 and 4 March 2024 by KordaMentha, to persons who had made PPSR registrations against Quintis Leasing'; document marked DHW-44 described as 'Letter from Clifford Chance on behalf of the Receivers to Mr Des Caling dated 23 April 2024'; document marked DHW-45 described as 'Termination Notices issued to Mr Desmon Caling dated 26 March 2024'; document marked DHW-46 described as 'Correspondence with Messrs Barry Thompson and Graeme Scott and the Receivers and Clifford Chance from 10 May 2024 to 17 June 2024'; document marked DHW-47 described as 'Email dated 19 June 2024 from SGC to Clifford Chance, responding to the matters set out in Clifford Chance's letter dated 31 May 2024'; and document marked DHW-48 described as 'Emails from the SGC to ex‑Scheme Investors dated between 1 March 2024 to 9 May 2024'.

Fifth Woodhouse affidavit

The third was Mr Woodhouse's affidavit affirmed on 17 July 2024, to which Mr Woodhouse annexed documents marked DHW-49 to DHW‑52(c) (which was the fifth affidavit affirmed by Mr Woodhouse and filed in this proceeding). Mr Woodhouse's fifth affidavit was also made for the purposes of the Receivers' earlier application for directions under s 424 of the Corporations Act.
In his fifth affidavit, Mr Woodhouse outlined the steps he had undertaken (or had caused to be undertaken) in compliance with procedural orders made by the court, which principally related to the provision of notice of the substantive hearing to Scheme Investors. He also deposed to the response received from Scheme Investors to the notices issued or published.

Sixth Woodhouse affidavit

The fourth was Mr Woodhouse's affidavit affirmed on 21 August 2024, to which Mr Woodhouse annexed documents marked DHW-53 to DHW-62 (which was the sixth affidavit affirmed by Mr Woodhouse and filed in this proceeding).
As to the sixth Woodhouse affidavit, the following annexures were identified as being relevant for the purposes of this application: document marked DHW-54(a) described as 'Land Title Searches undertaken on 9 August 2024 for the Voyager Land'; document marked DHW-54(b) described as 'Land Title Searches undertaken on 9 August 2024 for Relevant Land Assets'; and DHW-55 described as a 'Spreadsheet listing the Quintis-Owned Land Assets of the Quintis Group Companies provided on or about 1 August 2024 (Land Spreadsheet)'.
The following annexures were identified as being relevant for the purposes of this application, particularly with respect to 'MIS 2012':[31] document marked DHW-56(a) described as 'The Lease and Management Agreement between SPL, Quintis Leasing and the ex‑Scheme Investors of the TFS 2012 Scheme dated 26 June 2012 (Quintis 2012 LMA)'; document marked DHW‑56(b) described as 'The constitution between SPL and the ex‑Scheme Investors of the Quintis 2012 Scheme dated 18 April 2012'; and document marked DHW-56(c) described as 'The product disclosure statement in respect of the Quintis 2012 Scheme dated 2 May 2012'.
[31] That is, the 2012 Quintis Managed Investment Scheme.
The following annexures were identified as being relevant for the purposes of this application, particularly with respect to 'MIS 2014':[32] document marked DHW-57(a) described as 'The Lease and Management Agreement between SPL, Quintis Leasing and the ex‑Scheme Investors of the TFS 2014 Scheme dated 29 May 2014 (Quintis 2014 LMA)';[33] document marked DHW‑57(b) described as 'The constitution between SPL and the ex‑Scheme Investors of the Quintis 2014 Scheme dated 13 February 2014'; document marked DHW-57(c) described as 'The product disclosure statement in respect [of] the Quintis 2014 Scheme dated 26 February 2014'; document marked DHW-58 described as 'Lease No. 716363792 between SPL (as lessor) and Quintis Leasing (as lessee in its own right and SPL as sublessee and bare trustee for Scheme Investors) dated on or about 23 February 2015'; document marked DHW-59(a) described as 'Lease No. 717117727 between SPL (as lessor) and Quintis Leasing (as lessee) dated on or about 19 February 2016, for Lot 13 of Survey Plan 195138 and Lot 2 of Survey Plan 262859'; document marked DHW-59(b) described as 'Lease No. 717117755 between SP (as lessor) and Quintis Leasing (as lessee) dated on or about 19 February 2016, for Lot 13 of Survey Plan 195138 and Lot 2 of Survey Plan 262859'; document marked DHW‑59(c) described as 'Sublease No. 717176952 between Quintis Leasing (as sublessor) and SPL (as sublessee and bare trustee for Scheme Investors), dated on or about 21 March 2016, for Lot 13 of Survey Plan 195138 and Lot 2 of Survey Plan 262859'; document marked DHW-59(d) described as 'Sublease No. 717176953 between Quintis Leasing (as sublessor) and SPL (as sublessee and bare trustee for Scheme Investors), dated on or about 21 March 2016, for Lot 13 of Survey Plan 195138 and Lot 2 of Survey Plan 262859'; document marked DHW-60(a) described as 'Lease No. L470429 between SPL (as lessor) and Quintis Leasing (as lessee and SPL as bare trustee for Scheme Investors) dated on or about 22 October 2010, for Lot 6 of Plan 156131'; document marked DHW-60(b) described as 'Caveat No. L555342 by SPL dated on or about 14 February 2011, for Lot 6 of Plan 156131'; document marked DHW-60(c) described as 'Lease No. L732170 between SP (as lessor) and Quintis Leasing (as lessee and SPL as sublessee and bare trustee for Scheme Investors) dated on or about 2 September 2011, for Lot 6 of Plan 156131'; document marked DHW-61(a) described as 'Lease No. L470430 between SPL (as lessor) and Quintis Leasing (as lessee and SPL as sublessee and bare trustee for Scheme Investors) dated on or about 22 October 2010, for Lot 52 of Deposited Plan 32046'; document marked DHW-61(b) described as 'Surrender of Lease L470430 (Dealing No. M634812) dated on or about 31 March 2014, for Lot 52 of Deposited Plan 32046'; document marked DHW-61(c) described as 'Caveat No. L555346 by SPL dated on or about 11 February 2011, for Lot 52 of Deposited Plan 32046'; document marked DHW-61(d) described as 'Lease No. M663181 between SPL (as lessor) and Quintis Leasing (as lessee and SPL as sublessee and bare trustee for Scheme Investors) dated on or about 5 May 2014, for Lot 52 of Deposited Plan 32046'; and document marked DHW-62 described as 'ASIC Form 5138 documents filed by SPL commencing the winding up of the MIS Schemes'.

Seventh Woodhouse affidavit

[32] That is, the 2014 Quintis Managed Investment Scheme.

[33] DWH-57(a) comprises only pages 585 - 629, as noted in the seventh Woodhouse affidavit affirmed on 21 August 2024 at par 8.

The fifth was Mr Woodhouse's affidavit affirmed on 27 August 2024, to which Mr Woodhouse annexed a document marked DHW‑55(a) (which was the seventh affidavit affirmed by Mr Woodhouse and filed in this proceeding).
As to the seventh Woodhouse affidavit, the sole annexure was identified as being relevant for the purposes of this application, being the document marked DHW-55(a) described as a 'Spreadsheet listing the Quintis-Owned Land Assets of the Quintis Group Companies provided on or about 1 August 2024 (Land Spreadsheet).' The document marked DHW-55(a) was intended to replace the document marked DHW-55 to the sixth Woodhouse affidavit (including row numbers in the table).

Eighth Woodhouse affidavit

The sixth was Mr Woodhouse's affidavit affirmed on 3 October 2024, to which Mr Woodhouse annexed documents marked DHW-63 to DHW-69 (which was the eighth affidavit affirmed by Mr Woodhouse and filed in this proceeding).
As to the eighth Woodhouse affidavit, all of the annexures were identified as being relevant for the purposes of this application. They were: document marked DHW-63 described as 'Amendment Deed dated 27 July 2016 and Fixed and floating charge dated 21 June 2011'; document marked DHW-64 described as 'Chargor accession deed in respect of Quintis (Australia) Pty Limited dated 11 October 2018'; document marked DHW-65 described as 'Chargor accession deed in respect of Fieldpark Pty Ltd dated 11 October 2018'; document marked DHW-66 described as 'Release (deed poll) between the security agent and Sandalwood Properties Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) dated 2018'; document marked DHW-67 described as 'Real property mortgage, an amendment of mortgage and transfer of mortgage referrable to Mugica'; document marked DHW-68 described as 'Real property mortgage, an amendment of mortgage and transfer of mortgage referrable to Woods Farm 1 and Woods Farm 2'; and document marked DHW-69 described as 'Real property mortgage, an amendment of mortgage and transfer of mortgage referrable to Chapman and Rogers'.

Third De Grys affidavit

Counsel for the Receivers read the affidavit made by Ms De Grys sworn on 14 October 2024 (which was the third affidavit sworn by her and filed in this proceeding), to which Ms De Grys annexed documents marked MDG-14 to MDG-24. Ms De Grys is an employee of the Quintis Group entities. She has been an employee since January 2001 and now holds the position of Manager-Investor Relations.
In her third affidavit Ms De Grys deposed to communications that she had had, or caused to be had, with certain Scheme Investors after she had become aware that correspondence posted to them was undelivered and 'returned to sender'. (In this regard, Ms De Grys' third affidavit was supplementary to her earlier affidavits of service, described below.)
In her third affidavit Ms De Grys also deposed that in 2022 and 2023, correspondence had been exchanged as between various Quintis Group entities and the Australian Securities and Investment Commission (ASIC) regarding the financial reports for the Quintis Managed Investment Schemes. Ms De Grys annexed to her affidavit five letters, the first dated 6 June 2022 and the last (from ASIC, advising that ASIC had discontinued its enquiries) dated 29 September 2023.
Ms De Grys also annexed to her affidavit various scheme accounts and a copy of the Australian Taxation Office Product Ruling PR 2008/10 - Income tax: TFS Sandalwood Project 2007 (Post 30 June 2007 Growers).

Service affidavits

Counsel for the Receivers read the following affidavits of service at the hearing on 14 October 2024: the affidavit of Wanipa Ndhlovu affirmed on 26 August 2024; the first affidavit of Ms De Grys affirmed on 13 September 2024, to which Ms De Grys annexed documents marked MDG-1 to MDG-5; the affidavit of service by registered post of Gabriel Merga affirmed on 17 September 2024, to which Mr Merga annexed documents marked GM-1 to GM-9; the affidavit of compliance with service obligations of Mitchell Hutchinson affirmed on 19 September 2024, to which Mr Hutchinson annexed a document marked MH-1; the affidavit of service of Jasmin L'Green affirmed on 24 September 2024; the second affidavit of Ms De Grys affirmed on 4 October 2024, to which Ms De Grys annexed documents marked MDG-6 to MDG-13; and the affidavit of Patricia Saraceni sworn on 4 October 2024, to which Ms Saraceni annexed documents marked PS‑1 to PS-3.
Following the hearing, further affidavits of service were filed, being the fourth affidavit of Ms De Grys affirmed on 28 October 2024, to which Ms De Grys annexed documents marked MDG-25 to MDG‑28; the fifth affidavit of Ms De Grys affirmed on 15 November 2024, to which Ms De Grys annexed a document marked MDG-29; the sixth affidavit of Ms De Grys affirmed on 20 December 2024, to which Ms De Grys annexed a document marked MDG-30; the seventh affidavit of Ms De Grys affirmed on 18 February 2025, to which Ms De Grys annexed documents marked MDG-31 and MDG-32; and the eighth affidavit of Ms De Grys affirmed on 29 May 2025, to which Ms De Grys annexed a document marked MDG-33.
The deponents of the various service affidavits described how they had attended to serving the defendants to this proceeding, Sandalwood Growers Corporation and Indian Sandalwood Farming, with various documents as required by court order. Further, they deposed to various communications with the defendants and other interested parties such as ASIC.
Service was affected by email, or in the case where the email was not delivered or only a postal address was held, by registered post or courier.
There were 404 defendants who were served by registered post. A number of affidavits deal with post that was returned to sender, and the subsequent efforts made to contact those defendants. From review of the affidavits, it appears that there were only five defendants for whom all attempts at contact and service were exhausted to no avail. It is apparent that all reasonable steps were taken to contact those defendants whose post was returned to sender.
The affidavits also describe that the documents were also made available to Scheme Investors via the Sandalwood Properties website at

Circumstances in which the Receivers sought relief

I describe below the circumstances in which the Receivers came before the court for directions on this occasion, drawn from the affidavits read on behalf of the Receivers in support of the application and the submissions made. While a part of the following description was set out in my earlier reasons,[34] it is convenient to set out here the relevant circumstances in full.

The Quintis Group entities

[34] Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] [17] - [90].

The Quintis Group entities have been involved in growing and harvesting heartwood from sandalwood trees for the purposes of producing logs, oil, chips, and powder. The business has operations in Australia and in China. It also has business development teams in America, France, India and Japan.[35]
[35] First affidavit of DH Woodhouse affirmed on 15 April 2024, par 12(a) - (b).
Historically, the Quintis Group entities and its operations sought investment via retail investors (through managed investment schemes registered and operated in accordance with pt 5C of the Corporations Act), institutional investors and high net worth investors.[36] In 2018, various Quintis Group entities went through a voluntary administration, receivership, deed of company arrangement and scheme of arrangement process.[37]
[36] First affidavit of DH Woodhouse affirmed on 15 April 2024, par 12(d).
[37] First affidavit of DH Woodhouse affirmed on 15 April 2024, par 12(e).
Mr Woodhouse deposed that the primary operating companies were Quintis Leasing Pty Ltd (the lessee for leases where the lessor was a third party); Sandalwood Properties Ltd (which holds an Australian Financial Services Licence and is the responsible entity of the Quintis Managed Investment Schemes); Quintis Forestry Pty Ltd (the primary employing entity and the manager for managed investment schemes and non-scheme plantations); and Quintis Sandalwood Pty Ltd (the primary employing entity for the Albany oil distillery, and which entity ran the Albany operations).[38]
[38] First affidavit of DH Woodhouse affirmed on 15 April 2024, par 13.
Mr Woodhouse deposed that the Quintis Managed Investment Schemes had three tiers of plantation investors with over 3,000 Managed Investment Scheme Investors, approximately 79 sophisticated investors (some with bespoke arrangements), and three institutional investors with bespoke arrangements.[39] He further deposed that different categories of investments had operated over time, including retail managed investment schemes, collective investment schemes with 'high net worth' investors, and forestry management arrangements with institutional investors. Each of those investments had been structured slightly differently (and there were also differences between schemes within each category of investment).[40]
[39] First affidavit of DH Woodhouse affirmed on 15 April 2024, par 14.
[40] First affidavit of DH Woodhouse affirmed on 15 April 2024, par 15.
As is noted above, Mr Woodhouse attached to his fourth affidavit a copy of the applicable lease and management agreement, constitution, and product disclosure statement for each of the 2007, 2008 and 2009 Quintis Managed Investment Schemes.[41] Mr Woodhouse attached to his sixth affidavit a copy of the lease and management agreement, constitution and product disclosure statement for each of the 2012 and 2014 Quintis Managed Investment Schemes.[42]
[41] Fourth affidavit of DH Woodhouse affirmed on 5 July 2024, par 25, DHW-33, DHW-33(a), DHW-33(c) (2007 Quintis Managed Investment Scheme); par 26, DHW-34, DHW-34(a), DHW-34(b) (2008 Quintis Managed Investment Scheme); par 27, DHW-35, DHW-35(a), DHW-35(b) (2009 Quintis Managed Investment Scheme).
[42] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 26(a), DWH-56(a), DWH-56(b), DWH-56(c) (2012 Quintis Managed Investment Scheme); par 26(b), DWH-57(a), DWH-57(b), DWH-57(c) (2014 Quintis Managed Investment Scheme).
The Represented Defendants noted, and it appeared to be common ground, that the various instruments creating the Quintis Managed Investment Schemes were on materially similar terms.[43] For ease, references to the various instruments in these reasons are references to the 2012 Quintis Managed Investment Scheme. Differences in the instruments between schemes are noted in the footnotes and schedules to these reasons.

Product disclosure statements

[43] Represented Defendants' outline of submissions filed on 11 October 2024, par 4.

Sandalwood Properties Ltd had been granted an Australian Financial Services Licence (No. 241192) by ASIC, which authorised it to act as responsible entity for a number of Quintis Managed Investment Schemes. Product disclosure statements were issued by Sandalwood Properties Ltd as the responsible entity of the schemes.
As was recorded in the product disclosure statements, Sandalwood Properties Ltd invited potential investors to invest in a 'Project'. It would be the issuer of interests in the 'Project' (called 'Sandalwood Lots').[44]
[44] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(c) (2012 Quintis Managed Investment Scheme product disclosure statement, page 468).
Among other things, for the purposes of the 2012 Quintis Managed Investment Scheme, it was explained that the 'Project' would give investors the opportunity to grow their own Indian Sandalwood. Further, as a Grower, the investor would establish and maintain their own stand of Indian Sandalwood by:[45]
(a)subleasing one or more land parcels from the lessor (Quintis Leasing Pty Ltd), each land parcel being one twelfth of a hectare. Each 'Sandalwood Lot' would be identifiable by reference numbers on a plan of the plantation, and the plan would be forwarded to the Grower once their 'Sandalwood Lots' had been planted;
(b)engaging Sandalwood Properties Ltd (the responsible entity) to establish and maintain a plantation on the 'Sandalwood Lot'. Sandalwood Properties Ltd would in turn appoint Quintis Forestry Pty Ltd to manage the 'Sandalwood Lot' together with all other Growers' 'Sandalwood Lots' for the 'Project' as one commercially viable plantation. This engagement would continue until all of the sandalwood had been harvested;
(c)engaging Quintis Forestry Pty Ltd to supervise the harvest of the sandalwood from the 'Sandalwood Lot', as well as the processing of the sandalwood into cleaned logs and their transport to store. The harvest was expected to take place during year 14 (although it was noted that this may vary dependent upon the assessment of Quintis Forestry Pty Ltd of heartwood and oil yields); and
(d)engaging Sandalwood Properties Ltd to market and sell the Grower's interest in the sandalwood for the maximum price obtainable, unless the Grower elected to collect the sandalwood for their own purposes (it was noted that Growers who elected to collect sandalwood could not rely on the ATO Product Ruling in respect of their 'Sandalwood Lots' in the 'Project').
[45] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(c) (2012 Quintis Managed Investment Scheme product disclosure statement, pages 468 - 469).
The product disclosure statements (save for the 2007 Quintis Managed Investment Scheme) made reference to various insolvency scenarios, noting that there was no certainty that the 'Project' would continue if certain Quintis Group entities were to become insolvent.[46]

The constitutions

[46] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(c) (2012 Quintis Managed Investment Scheme product disclosure statement, page 487); fourth affidavit of DH Woodhouse affirmed on 5 July 2024, DHW-33(c).

The Quintis Managed Investment Schemes operated within a structure which included a constitution. As noted above, Mr Woodhouse annexed to his fourth affidavit a copy of the constitution for each of the 2007, 2008 and 2009 Quintis Managed Investment Schemes,[47] and annexed to his sixth affidavit a copy of the constitution for each of the 2012 and 2014 Quintis Managed Investment Schemes.[48]
[47] Fourth affidavit of DH Woodhouse affirmed on 5 July 2024, par 25, DHW-33(a) (2007 Quintis Managed Investment Scheme); par 26, DHW-34(a) (2008 Quintis Managed Investment Scheme); par 27, DHW-35(a) (2009 Quintis Managed Investment Scheme).
[48] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 26, DHW-56(b) (2012 Quintis Managed Investment Scheme), DHW-57(b) (2014 Quintis Managed Investment Scheme).
It was the position of the Represented Defendants that for the purposes of the application, there was no material difference in the terms of the 2007, 2008, 2009, 2012 and 2014 constitutions.[49] I did not understand this to be contentious. For ease of reference in the course of submissions, counsel for the Represented Defendants referred to the constitution for the 2012 Quintis Managed Investment Scheme.[50] Unless otherwise indicated, when describing the various provisions of the relevant constitutions below, I too refer to and reference the constitution for the 2012 Quintis Managed Investment Scheme.

Overview

[49] Represented Defendants' outline of submissions filed on 11 October 2024, par 4.

[50] Represented Defendants' outline of submissions filed on 11 October 2024, par 5(a).

As was observed in Re Quintis (Australia) Pty Ltd (receivers and managers appointed) (administrators appointed) [No 2] at [43], s 601GA(1) of the Corporations Act provides that the constitution of a registered scheme must make adequate provision for the consideration that is to be paid to acquire an interest in the scheme; the powers of the responsible entity in relation to the making of investments of, or otherwise dealing with, scheme property; the method by which complaints made by members in relation to the scheme are to be dealt with; and winding up the scheme.
That requirement was acknowledged in the constitutions at par C of the part titled introduction, and it was also there noted that where appropriate, the relevant sections of the Corporations Act had been referenced at the end of the relevant clause of the constitution.[51]
[51] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 420).
Clause 2 is titled 'The Project'. By cl 2.2 the responsible entity is appointed and agrees to act as responsible entity of the relevant 'Project' subject to the terms and conditions of the constitution.[52]
[52] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 427).
The constitutions were all executed as deeds by the entity that was appointed and had agreed to act as the responsible entity of the 'Project'.[53] The constitutions also provided that they operated as deeds and were binding on all Growers (as constituted from time to time) and the responsible entity.[54] When a Grower executed the application form annexed to the product disclosure statement, they among other things agreed and acknowledged that they would be bound by the constitution and the lease and management agreement (as amended) or the agreement for sublease (as applicable), for that scheme.[55]
[53] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (cl 2.2 of 2012 Quintis Managed Investment Scheme constitution, page 427).
[54] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (cl 2.3 of 2012 Quintis Managed Investment Scheme constitution, page 427).
[55] Receivers' outline of submissions filed on 4 October 2024, par 50; sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(c) (s 6 of the application form of 2012 Quintis Managed Investment Scheme product disclosure statement, page 550).
To acquire a 'Sandalwood Lot' in the 'Project' and become a Grower an applicant had to pay the applicable fees (referred to in the constitution as the 'Application Money').[56] Clause 11 of the constitutions concerns applications for interests in the relevant scheme, including the form in which applications were to be made, the payment of the 'Application Money', and the payment of 'Upfront Payment Money'.[57]
[56] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (cl 11 of 2012 Quintis Managed Investment Scheme constitution, pages 435 - 438).
[57] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, pages 435 - 438). Note: cl 11 of the 2007, 2008 and 2009 Quintis Managed Investment Schemes constitutions does not provide for the payment of 'Upfront Payment Money'.
'Application Money' is defined as follows:[58]
[58] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 421). While the term has the same definition in the 2014 Quintis Managed Investment Scheme constitution, in the constitutions of the 2007, 2008, and 2009 Quintis Managed Investment Schemes, 'Application Money' means the total amount payable on Application by an Applicant in accordance with the relevant Application Form completed and executed by the Applicant for one or more Interests.
Application Money means the price that is payable on Application by an Applicant in accordance with the relevant Application Form completed and executed by the Applicant for one or more Interests. In the Lease and Management Agreement, it is referred to as the Establishment Fee. The Application Money is specified in the Product Disclosure Statement and Lease and Management Agreement (in which it is referred to as the Establishment Fee) and varies depending on the number of Interests applied for.
The Application Moneys are as set out below:
(Annual Investment Option and Deferred Option)

Number of Sandalwood Lots Applied For by Applicant

Establishment Fee
$

Between 1 and 11

$6,875 (including GST)

12 or more

$6,600 (including GST)

'Upfront Payment Money' is defined in the 2012 and 2014 Quintis Managed Investment Schemes' constitutions to mean the upfront rent and annual fee payments payable on 'Application' by an applicant in accordance with the relevant 'Application Form' completed and executed by the applicant for one or more 'Interests', being the 'Upfront Rent' and the 'Upfront Annual Fee'.[59]
[59] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 425). In the 2007, 2008, and 2009 Quintis Managed Investment Schemes constitutions, 'Upfront Payment Money' is not a term that is defined or used.
The 'Upfront Rent' is defined in the 2012 and 2014 Quintis Managed Investment Schemes' constitutions to mean an upfront payment of the 'Rent' (as defined in the lease and management agreements) payable on 'Application' by an applicant in respect of one 'Interest', being $138 (including GST).[60] The 'Upfront Annual Fee' is defined in the 2012 and 2014 constitutions to mean an upfront payment of the 'Annual Fee' (as defined in the lease and management agreements) payable on 'Application' by an applicant in respect of one 'Interest', being $456 (including GST).[61]
[60] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 426). In the 2007, 2008, and 2009 Quintis Managed Investment Schemes constitutions, 'Upfront Rent' is not a term that is defined or used.
[61] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 425). In the 2007, 2008, and 2009 Quintis Managed Investment Schemes constitutions, 'Upfront Annual Fee' is not a term that is defined or used.
Clause 2.5 of the constitutions concerns the creation of certain funds. Clause 2.5 of the 2012 and 2014 Quintis Managed Investment Schemes' constitutions provide that the responsible entity must create (or cause the creation of) four separate funds for each scheme, being an 'Application Fund' (to hold the sum initially paid into the fund pending acceptance of the application, the investments (if any) for the time being representing the sums initially paid into the fund, and the proceeds of the sale, redemption, repayment or realisation of any of these investments); a 'Subsequent Establishment Payment Fund' (to hold a percentage of the total fees received from all Growers from acceptance of the application, that is, an amount equal to four 'Subsequent Establishment Payments', the investments (if any) for the time being representing the sums initially paid into the fund, and the proceeds of the sale, redemption, repayment or realisation of any of these investments); an 'Upfront Payment Fund' (to hold the 'Upfront Payment Money', being the 'Upfront Rent' and the 'Upfront Annual Fee', the investments (if any) for the time being representing the sums initially paid into the fund, and the proceeds of the sale, redemption, repayment or realisation of any of these investments); and a 'Proceeds Fund' (to hold the 'Gross Proceeds of Sale' that are received in accordance with the lease and management agreements (see cl 18.2 of the lease and management agreements), the investments (if any) for the time being representing the sums initially paid into the fund, and the proceeds of the sale, redemption, repayment or realisation of any of these investments) (which capitalised terms were defined at cl 1.1 of the constitutions).[62]
[62] While cl 2.5 of the 2007, 2008 and 2009 Quintis Managed Investment Schemes constitutions concern the creation of funds, the clause provides that the responsible entity must create (or cause the creation of) two separate funds for each scheme, being an 'Application Fund' and a 'Proceeds Fund'.

There was a positive obligation on the responsible entity to appoint a custodian to establish certain trust bank accounts for the purposes of the 2012 and 2014 Quintis Managed Investment Schemes. Clause 2.5(b) to (e) provided as follows: [63]
(b) To form the Application Fund, the Responsible Entity must appoint a Custodian to establish a trust bank account and then lodge (or cause to be lodged) in that account the Application Money and Upfront Payment Money received by the Responsible Entity pursuant to this Constitution.
(c)To form the Subsequent Establishment Payment Fund, the Responsible Entity must appoint an Independent Custodian to establish a trust bank account and then cause to be transferred into that account from the Application Fund an amount equal to four Subsequent Establishment Payments within 14 days from the Commencement Date.
(d)To form the Upfront Payment Fund, the Responsible Entity must appoint an Independent Custodian to establish a trust bank account and then cause to be transferred into that account from the Application Fund the Upfront Payment Money within 14 days from the Commencement Date.
(e)To form the Proceeds Fund, when the Responsible Entity considers it reasonable to do so, it must establish a trust bank account and then lodge (or cause to be lodged) in that account the Gross Proceeds of Sale that are received in accordance with the Lease and Management Agreement.
[63] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, pages 427 - 428). There was no positive obligation on the responsible entity to appoint a custodian to establish certain trust bank accounts in the 2007, 2008 and 2009 Quintis Managed Investment constitutions. Instead, cl 2.5(b) and (c) provided as follows: (b) To form the Application Fund, the Responsible Entity must arrange to establish a trust bank account and then lodge (or cause to be lodged) in that account the first Application Money received by the Responsible Entity pursuant to this Constitution; (c) To form the Proceeds Fund, when the Responsible Entity considers it reasonable to do so, it must arrange to establish a trust bank account and then lodge (or cause to be lodged) in that account the first of the Gross Proceeds of Sale that are received in accordance with the Lease and Management Agreement.
Clause 14 of the constitutions for the 2012 and 2014 Quintis Managed Investment Schemes concerns the release of money, including the release of 'Application Money' and 'Upfront Payment Money' in prescribed circumstances.[64]
[64] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, pages 439 - 440). Clause 14 of the 2007, 2008 and 2009 Quintis Managed Investment Schemes constitutions provided for the release of Application Money but not the release of 'Upfront Payment Money'.
Counsel for the Represented Defendants suggested that for present purposes, cl 3 and cl 6 of each constitution were the 'principally relevant clauses'.[65] I summarise below these clauses, and cl 14 (which concerns the release of money), cl 15 (which concerns the entitlement to income from certain moneys), cl 23 (which concerns restrictions on applicants and Growers); and cl 30.8 (perpetuity period).

Clause 3 - 'Project Property'

[65] Represented Defendants' outline of submissions filed on 11 October 2024, par 5(a).

Clause 3 in the constitutions for the 2008, 2012 and 2014 Quintis Managed Investment Schemes concerns 'Project Property' and provided as follows:[66]
[66] In the 2007 and 2009 Quintis Managed Investment Schemes constitutions, cl 3.3 provided as follows: 'An Applicant will have an interest in the Application Fund equal to his Proportional Interest but shall not have any interest in any particular or specific part of the Application Fund.' Clause 3 is otherwise in the same terms as reproduced at [80].
3.PROJECT PROPERTY
3.1Responsible Entity to hold property for the Growers
(a)Subject to clause 3.2, all Project Property will be held by the Responsible Entity for the Growers for the term of the Scheme.
(b)The property for each Scheme will be kept separate and distinct from the property for any other Scheme.
[Section 601FC(2)]
3.2Dealing with and Holding Project Property
If the Responsible Entity does not satisfy the Custodial Standards, the Responsible Entity must appoint a Custodian as agent to hold Project Property. The terms of the appointment must be consistent with the provisions of this Constitution and will be determined by the Responsible Entity and the Custodian.
[Section 601FB(2)]
3.3Interests of Applicants in funds
An Applicant will have an interest in each of the Application Fund, the Subsequent Establishment Payment Fund and the Upfront Payment Fund equal to his Proportional Interest but shall not have any interest in any particular or specific part of those funds.
3.4Interests of Growers in Project Property
A Grower will have an interest in the Scheme (and therefore the Project Property) equal to his Proportional Interest but, with the exception of each Grower's interest in specified Sandalwood Lots pursuant to the sub-lease granted by the relevant Lease and Management Agreement to which the Grower is a party, shall not have any interest in any particular or specific part of the Scheme.
The term 'Project Property' is defined to mean the scheme property of any 'Scheme' or the 'Project' (as the case may be) as determined in accordance with the definition of scheme property contained in s 9 of the Corporations Act,[67] which is as follows:
'scheme property' of a registered scheme means:
(a)contributions of money or money's worth to the scheme; and
(b)money that forms part of the scheme property under provisions of [the Corporations Act] or the [Australian Securities and Investments Commission Act 2001 (Cth)]; and
(c)money borrowed or raised by the responsible entity for the purposes of the scheme; and
(d)property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and
(e)income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).
[67] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 424).
There are notes at the end of the definition which include the following:
Note 1: paragraph (a) - if what a member contributes to a scheme is rights over property, the rights in the property that the member retains do not form part of the scheme property.
The definition contemplates that there may be forms of managed investment schemes where ownership of rights in property is retained by the member. For example, in a contract based scheme, the member may have a contractual interest rather than a proprietary interest in property, such as the underlying land on which their business forming part of the common enterprise is carried on.[68]
[68] Jessup A, Managed Investment Schemes (2012) 76 - 77.
In the 2012 Quintis Managed Investment Scheme, the:
(a)'Scheme' referred to all those 'Interests' (that is, an interest in the 'Project' comprising the rights, liabilities and obligations of a Grower contained in a lease and management agreement, the constitution and any other relevant documents as they relate to one or more 'Sandalwood Lots'), for which the 'Establishment Period' ends on the same date;[69] and
(b)'Project' was defined to mean the 'managed investment scheme established by this Constitution to be registered and known as the TFS Sandalwood Project 2012 (ARSN XXXXX XXX)'.[70]

Clause 6 - winding up a scheme or the project

[69] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 425 with further definitions at pages 423 - 424).

[70] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 424).

As required by s 601GA(1) of the Corporations Act, at cl 6 of the constitution for each of the Quintis Managed Investment Schemes, provision was made for winding up. Clause 6.1 provided as follows:[71]
6.WINDING UP A SCHEME OR THE PROJECT
6.1Winding Up a Scheme or the Project
The provisions in this Constitution and in the Corporations Act relating to the winding up of a managed investment scheme apply to the winding up of the Project and are deemed to apply to the winding up of a Scheme.
[71] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 431).
To this end, cl 6.2 of the constitutions prescribed events which would cause a winding up of the 'Scheme' or 'Project', and relevantly, cl 6.2(c) provided that the responsible entity must wind up the scheme if a court orders that the scheme be wound up pursuant to s 601ND of the Corporations Act.[72]
[72] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 432).
Section 601ND of the Corporations Act provides that on the application of a responsible entity, among others, the court has the power by order to direct the responsible entity of a registered scheme to wind up the scheme if, among other things, the court thinks it is just and equitable to make the order.
Clause 6.3 of the constitutions concerns the process of winding up, and provides as follows:[73]
6.3 Process of Winding Up
(a) Unless otherwise required by the Corporations Act, the Responsible Entity is responsible for the winding up of the Scheme or the Project.
(b) The Responsible Entity must convert to money all Project Property, deduct all fees, expenses, costs and any other money in accordance with the Constitution and the Corporations Act and then divide the balance amongst the Growers according to each Grower's Proportional Interest. The Responsible Entity may make interim distributions during the winding up process as it sees fit.
(c) The Responsible Entity must proceed with the winding up efficiently, diligently and without undue delay. However, if it is in the interests of Growers to do so, then the Responsible Entity may postpone any part of the winding up for such time as it thinks desirable.
[73] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 432). In the 2014 Quintis Managed Investment Scheme constitution, cl 6.3(b) provides 'The Responsible Entity must convert to money all Project Property, deduct all fees, expenses, costs and any other money in accordance with the Constitution, the Lease and Management Agreement and the Corporations Act (including any fees payable to the Responsible Entity) and then divide the balance amongst the Growers according to each Grower's Proportional Interest. The Responsible Entity may make interim distributions during the winding up process as it sees fit.' (emphasis added)
By cl 6.4, the responsible entity is empowered to retain from the proceeds of realisation of 'Project Property', money:[74]
(a) to meet future payment obligations which the Responsible Entity reasonably believes will fall due after a distribution is made to Growers; and
(b) to pay its own remuneration and expenses for work to be done following the realisation of Project Property.
[74] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 432). The equivalent provision is found at cl 6.5 of the 2014 Quintis Managed Investment Scheme constitution.
Clause 6.5 concerns the termination of other agreements, and provides that:[75]
During the winding up of the Scheme or the Project, the Responsible Entity may terminate any other agreements or arrangements it has entered into with the Growers which relate to the Scheme or the Project (as the case may be). The Responsible Entity must give notice to the Growers of the termination of those agreements or arrangements.

[75] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 432). The equivalent provision is found at cl 6.6 of the 2014 Quintis Managed Investment Scheme constitution.

Finally, cl 6.6 concerns the obligation of the responsible entity to have the final accounts audited when the winding up is complete.[76]

Clause 14 - release of money

[76] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 432). The equivalent provision is found at cl 6.7 of the 2014 Quintis Managed Investment Scheme constitution.

Clause 14.1 of the constitutions for the 2012 and 2014 Quintis Managed Investment Schemes concerns the release of 'Application Money', and cl 14.2 concerns the release of 'Upfront Payment Money', as each term is defined in those constitutions (see also [73] and [0] above). Clauses 14.1 and 14.2 provide as follows:[77]
[77] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, pages 439 - 440). There is variation in the respective clauses of the 2007, 2008 and 2009 Quintis Managed Investment Schemes constitutions as set out in sch E to these reasons.
14.1 Release of Application Money
(a)Release of Initial Establishment Payment
Within 5 Business Days of being reasonably satisfied with the matters specified in clause 13, the Responsible Entity must direct the Custodian to release from the Application Fund the Initial Establishment Payment to the Responsible Entity. The Initial Establishment Payment must be used to pay the relevant fees that are payable under the Lease and Management Agreement.
(b)Refund
If any of the Initial Establishment Payment relating to an Application has not been released pursuant to clause 14.1(a) by the end of the Quarter in which the Application was made, the Responsible Entity must direct the Custodian to refund all unreleased Application Money and Upfront Payment Money to the relevant Applicant within 20 Business Days of the end of the Quarter in which the Application was made. This obligation does not apply to Application Money that has not been released because of a default by the Applicant.
(c)Extinguishment of Lease and Management Agreement
Upon the refund of the money referred to in clause 14.1(b), any relevant Contract or Lease and Management Agreement must be extinguished. The Responsible Entity must make an appropriate entry in the Register.
(d)Release of Subsequent Establishment Payments
Within 5 Business Days after the end of each of the first four Quarters following the Commencement Date or 30 June 2012, whichever is the later, the Responsible Entity must instruct the Independent Custodian to release to the Responsible Entity from the Subsequent Establishment Payment Fund a Subsequent Establishment Payment, which must be used to pay the relevant fees that are payable under the Lease and Management Agreement.
14.2 Release of Upfront Payment Money
(a)Release of Upfront Annual Fee
If the Responsible Entity becomes insolvent and is therefore unable to provide the Ongoing Services in that year of the Project, then upon the passing of an extraordinary resolution of the Growers directing the Independent Custodian to release the Upfront Annual Fee, the Independent Custodian must release the Upfront Annual Fee (or part thereof) and any interest earned on the Upfront Payment Money to the entity managing the Sandalwood Lots to be applied in satisfaction of the Annual Fee which is owing to the management entity for the following year of the Project.
(b)Release of Upfront Rent
If:
(i)the Responsible Entity becomes unable to pay the Rent (as that term is defined in the Lease and Management Agreement) on behalf of the Grower to the Lessor when it falls due and payable; or
(ii)the Lessor becomes unable to pay the rent owing to a Head Lessor pursuant to a Head Lease, upon the passing of an extraordinary resolution of the Growers directing the Independent Custodian to release the Upfront Rent, the Independent Custodian must release the Upfront Rent (or part thereof) to the Head Lessor or Head Lessors to be applied in satisfaction of rental payments that are payable under the Head Lease.
(c)Release of funds from Upfront Payment Fund
If there are funds and any interest earned on the Upfront Payment Money remaining in the Upfront Payment Fund at the commencement of the twelfth Financial Year commencing after the end of the Establishment Period, the Independent Custodian must release those funds and any interest to the Responsible Entity to be applied on behalf of the Growers towards the payment of the Annual Fee and Rent that is due under the Lease and Management Agreement for the twelfth Financial Year commencing after the end of the Establishment Period.

Clause 15 - entitlement to income from certain funds

Clause 15 of the constitutions provides that subject to cl 11, the responsible entity is entitled to and is to receive any income earned (including interest) from the money in the 'Application Fund' prior to release of the 'Application Money' in accordance with cl 14.1 and any income earned (including interest) from the money in the 'Subsequent Establishment Payment Fund'.[78]

Clause 23 - restrictions on applicants and Growers

[78] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 441). Clause 15 of the 2007, 2008 and 2009 Quintis Managed Investment Scheme constitutions provides: 'Subject to clause 11, the Responsible Entity is entitled to and is to receive any income earned (including interest) from the money in the Application Fund.

Clause 23 of the constitutions provides that no applicant (that is, a person who has lodged an application by completing an application form but is not yet a Grower), or Grower may require the transfer to him of any of all or any part of the Project Property.[79]

Clause 30.8 - perpetuity period

[79] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 444). The term 'Applicant' is defined at cl 1.1, at page 421 of DHW‑56(b) (2012 Quintis Managed Investment Scheme constitution).

Clause 30 of the constitutions contain various miscellaneous provisions, including a perpetuity period, which is as follows:[80]
To the extent that any trust relationship is created under this Constitution, it shall commence on the date on which the Responsible Entity first receives any cash in relation to that trust relationship and, subject to clause 6, shall continue in operation until the expiry of the period of 80 years from that date.

The land holdings

[80] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, DHW-56(b) (2012 Quintis Managed Investment Scheme constitution, page 450).

Mr Woodhouse deposed that broadly speaking, the Quintis Group entities (primarily via Sandalwood Properties Ltd or Quintis Forestry Pty Ltd) owned (and continue to own) various freehold titles over which the Receivers had been appointed, and certain titles had plantations of Scheme Trees and were therefore affected by claims made by Scheme Investors.[81]

The Voyager Land

[81] Sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 19(a), (b).

As to the lots which comprise the Voyager Land, the books of the Quintis Group entities record that:
(a)Lot 257 was the subject of the 2007 Quintis Managed Investment Scheme;[82] and
(b)Lot 240 was the subject of the 2006, 2007, 2008 and 2009 Quintis Managed Investment Schemes.[83]
[82] Fourth affidavit of DH Woodhouse affirmed on 5 July 2024, par 14(a), DHW-33.
[83] Fourth affidavit of DH Woodhouse affirmed on 5 July 2024, par 14(b), DHW-33, DHW-34, DHW-35; ts 131 (14 October 2024).

Standing & power

For the reasons set out at [284] above, the Receivers have the standing to seek the direction sought. I am also satisfied that the court has the power to give the direction.
First, I was satisfied that the directions sought were in relation to the matters identified in s 424(1) of the Corporations Act, that is, the treatment of Scheme Investors under the Quintis Managed Investment Schemes in the context of the proposed sale process, particularly whether the Scheme Investors hold any right, title or interest in the leases or subleases (protected by caveat) on the Relevant Land Assets, were matters arising in connection with the performance or exercise of the controller's functions and powers as controller.
Secondly, I again was satisfied that the Receivers were not by the application seeking guidance of the court in respect of a commercial decision, and this was not a case where there was no jurisdiction to give the directions sought because the guidance sought concerned a commercial issue. The Receivers' proposed sale of the Relevant Land Assets (with clear title and unencumbered) required the surrender of the leases and subleases and withdrawal of caveats, which called for the exercise of legal judgment with respect to a legal issue of substance.
Thirdly, for the reasons set out above at [289], I considered the application for directions to have fallen within the bounds of jurisdictional power.

Discretion

I am satisfied that the Receivers have been appointed over and have the power to deal with and dispose of the Relevant Land Assets.[280]
[280] First affidavit of DH Woodhouse affirmed on 15 April 2024, pars 23, 25; sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 24.
Again, the controversy concerning the status of the leases and subleases remains a real one, was agitated in this proceeding, remains ripe and must be determined so that the sale process concerning the Relevant Land Assets may proceed. The Scheme Investors were joined as defendants to the proceeding and were given an opportunity to be heard. There was a contradictor, and the interests of the Scheme Investors were represented and advanced by counsel.
I am satisfied that the directions sought concerning the surrender of the leases and subleases, and the withdrawal over the caveats over the Relevant Land Assets ought be given.
The opposition to the making of the fifth substantive order pressed was grounded on the same arguments as the first to fourth substantive orders. For the reasons set out in pt A of these reasons, read as a whole, I find that the constituent documents of the schemes do not support the conclusion that the leases and subleases are Project Property (that is, scheme property as that term is defined in s 9 of the Corporations Act), and the asserted equitable lien over the leases and subleases do not in all of the circumstances arise by implication of law.
The purpose of the collateral subleases was to protect Grower's interests in the lease and management agreements. As the lease and management agreements are terminated, I accept that their purpose is spent.[281] Further, the potential involvement of the Liquidators in securing unencumbered Relevant Land Assets also favoured the making of the fifth substantive order (in addition to the declarations sought).[282] I repeat [299] above.

Part D - Relief concerning the sale of the Relevant Land Assets and the Scheme Trees on the Relevant Land Assets

[281] ts 147 (14 October 2024).

[282] ts 198 - 199, 201 (14 October 2024).

The sixth order pressed concerned the sale of the Relevant Land Assets and the Scheme Trees on that land.
Sixthly, the Receivers pressed for a direction pursuant to s 424 of the Corporations Act that they would be justified and would be acting properly in selling the Relevant Land Assets and/or any Scheme Trees on the Relevant Land Assets notwithstanding any claims asserted by Scheme Investors (or persons purporting to act on their behalf) in respect of any Scheme Trees and/or the Relevant Land Assets.

Standing & power

For the reasons set out at [284] above, the Receivers have the standing to seek the direction sought. I am also satisfied that the court has the power to give the direction.
First, I was satisfied that the direction sought was in relation to the matters identified in s 424(1) of the Corporations Act, that is, whether the Receivers might proceed to sell the Relevant Land Assets and/or any Scheme Trees on the Relevant Land Assets notwithstanding the claims asserted by Scheme Investors, and whether the Scheme Investors hold any right, title or interest in the Relevant Land Assets and/or any Scheme Trees on the Relevant Land Assets, were matters arising in connection with the performance or exercise of the controllers' functions and powers as controller.
Secondly, I again was satisfied that the Receivers were not by the application seeking guidance of the court in respect of a commercial decision, and this was not a case where there was no jurisdiction to give the directions sought because the guidance sought concerned a commercial issue. The Receivers' proposed sale of the Relevant Land Assets, and the Scheme Trees on the Relevant Land Assets called for the exercise of legal judgment with respect to a legal issue of substance.
Thirdly, for the reasons set out above at [289], I again considered the application for directions to have fallen within the bounds of jurisdictional power.

Discretion

I am satisfied that the Receivers have been appointed over and have the power to deal with and dispose of the Relevant Land Assets and the Scheme Trees on the Relevant Land Assets.[283]
[283] First affidavit of DH Woodhouse affirmed on 15 April 2024, pars 23, 25; sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 24.
Again, the controversy concerning the status of the Scheme Trees and the leases and subleases (on the Relevant Land Assets) remains a real one, was agitated in this proceeding, remains ripe and must be determined so that the sale process concerning the Relevant Land Assets and the Scheme Trees on the Relevant Land Assets may proceed. The Scheme Investors were joined as defendants to the proceeding and were given an opportunity to be heard. There was a contradictor, and the interests of the Scheme Investors were represented and advanced by counsel for the Represented Defendants.
I am satisfied that the directions sought concerning the sale of the Relevant Land Assets and/or any Scheme Trees on the Relevant Land Assets (given the claims that have been asserted by Scheme Investors, or persons purporting to act on their behalf, in respect of any Scheme Trees and/or the Relevant Land Assets) ought be given.
The opposition to the making of the sixth substantive order pressed was grounded on the same arguments as the first to fourth substantive orders. For the reasons set out in pt A of these reasons, read as a whole, I find that the constituent documents of the schemes do not support the conclusion that the Relevant Land Assets or the Scheme Trees on the Relevant Land Assets (or the leases and subleases on the Relevant Land Assets) are Project Property (that is, scheme property as that term is defined in s 9 of the Corporations Act), and the asserted equitable lien over the Scheme Trees and the leases and subleases do not arise by implication of law. Again, the circumstances and form in which the relief is pressed do not tip the balance against the exercise of discretion and I repeat [299] above.

Part E - Relief concerning the application of proceeds of sale of the Relevant Land Assets

The seventh order pressed by the Receivers concerned the application of proceeds of sale of the Relevant Land Assets.
Seventhly, the Receivers moved for a direction pursuant to s 424 of the Corporations Act that they would be justified and acting properly in immediately applying any proceeds of sale from selling the Relevant Land Assets in accordance with the appointment deeds annexed at DHW-7 and DHW-8 of the affidavit of Daniel Woodhouse dated 15 April 2024 (First Woodhouse Affidavit) notwithstanding any claims asserted by Scheme Investors (or persons purporting to act on their behalf) in respect of any Scheme Trees and/or the Relevant Land Assets.

Standing & power

For the reasons set out at [284] above, the Receivers have the standing to seek the direction sought. I am also satisfied that the court has the power to give the direction.
First, I was satisfied that the direction sought was in relation to the matters identified in s 424(1) of the Corporations Act, that is, whether the Receivers might proceed to immediately applying any proceeds of sale from selling the Relevant Land Assets in accordance with the appointment deeds notwithstanding the claims asserted by Scheme Investors. Whether the Scheme Investors hold any right, title or interest in the proceeds of sale of the Relevant Land Assets is matters arising in connection with the performance or exercise of any of the controllers' functions and powers as controller.
Secondly, I again was satisfied that the Receivers were not by the application seeking guidance of the court in respect of a commercial decision, and this was not a case where there was no jurisdiction to give the direction sought because the guidance sought concerned a commercial issue. The Receivers' proposed sale of the Relevant Land Assets and allocation of the proceeds of sale called for the exercise of legal judgment with respect to a legal issue of substance.
Thirdly, for the reasons set out above at [289], I considered the application for directions to have fallen within the bounds of jurisdictional power.

Discretion

I am satisfied that the Receivers have been appointed over and have the power to deal with and dispose of the Relevant Land Assets,[284] and then the power (and obligation) apply those proceeds of sale in accordance with the appointment deeds annexed at DHW-7 and DHW-8 of the first affidavit of Daniel Woodhouse dated 15 April 2024.
[284] First affidavit of DH Woodhouse affirmed on 15 April 2024, pars 23, 25; sixth affidavit of DH Woodhouse affirmed on 21 August 2024, par 24.
Again, the controversy concerning the status of the proceeds of any sale of the Relevant Land Assets remains a real one and must be determined so that the Receivers may proceed to perform their function. Again, I note that the Scheme Investors were joined as defendants to the proceeding and were given an opportunity to be heard. There was a contradictor, and the interests of the Scheme Investors were represented (and those interests were sought to be protected and advanced) by counsel for the Represented Defendants.
I am satisfied that the directions sought concerning the application of proceeds of sale of the Relevant Land Assets (given the claims that have been asserted by Scheme Investors (or persons purporting to act on their behalf) in respect of any Scheme Trees and/or the Relevant Land Assets and leases and subleases) ought be given.
The opposition to the making of the sixth substantive order pressed was grounded on the same arguments as the other substantive orders. For the reasons set out in pt A of these reasons, read as a whole, I find that the constituent documents of the schemes do not support the conclusion that the Scheme Trees on the Relevant Land Assets and the leases and subleases on the Relevant Land Assets are Project Property (that is, scheme property as that term is defined in s 9 of the Corporations Act), and the asserted equitable lien over the Scheme Trees and the leases and subleases do not arise by implication of law. Therefore, there is no right, title or interest held by the Scheme Investors in the proceeds of sale of the Relevant Land Assets. Again, the circumstances and form in which the relief is pressed do not tip the balance against the exercise of discretion, and again I repeat [299] above.

Part F - Relief concerning the application of proceeds of sale of the Scheme Trees

The final two order pressed by the Receivers concerned the application of proceeds of sale of the Scheme Trees.
Eighthly, the Receivers moved for a declaration that the Scheme Investors under the 2007, 2008, 2009, 2012 and 2014 Quintis Managed Investment Schemes have no entitlement to share in the proceeds of sale of the Scheme Trees on the Relevant Land Assets or the Voyager Land.
Ninthly, the Receivers moved for a declaration that the Receivers are entitled to apply any sale proceeds from the sale of the Scheme Trees on the Relevant Land Assets and the Voyager Land in accordance with their appointment deeds, and without having regard to any claims asserted by Scheme Investors (or persons purporting to act on their behalf) in respect of any Scheme Trees on the Relevant Land Assets or the Voyager Land or the net proceeds of sale of those trees.

Standing & power

Again, I did not understand it to have been in dispute that the Receivers have the requisite standing to seek declaratory relief in the forms promoted. The application for declaratory relief was in this case brought by the Receivers, who have a proper or tangible interest in obtaining the orders, having been appointed to the entire assets and undertakings (subject to some exceptions) of the Quintis Group entities; and having been appointed over the various real property interests owned by the Quintis Group entities under various mortgages, pursuant to three supplemental appointment deeds.
Further, I did not understand the court's power to grant declaratory relief, or whether the prerequisites for making the declaratory orders ought had been met to be contentious matters in this proceeding, and I repeat and adopt the matters set out at [292] to [294] above.

Discretion

The controversy concerning the Scheme Trees remains a real one, was agitated in this proceeding, remains ripe and must be determined so that the receivership may proceed. The Scheme Investors were joined as defendants to the proceeding and were given an opportunity to be heard. There was a contradictor, and the interests of the Scheme Investors were represented (and those interests were sought to be protected and advanced) by counsel for the Represented Defendants.
I am satisfied that the declarations sought concerning any proceeds of sale for the Scheme Trees on the Relevant Land Assets or on the Voyager Land ought be given.
Again, I note that the opposition to the making of the directions and declarations pressed on behalf of the Receivers were largely grounded on the premise that the Scheme Trees are 'Project Property', which must be held by the responsible entity for the Scheme Investors for the term of the relevant schemes by operation of cl 3.1 of the constitutions.
For the reasons set out in pt A of these reasons, read as a whole, I find that the constituent documents of the schemes do not support the conclusion that Scheme Trees are Project Property (that is, scheme property as that term is defined in s 9 of the Corporations Act). Further, the asserted equitable lien does not arise by implication of law. In all of the circumstances, I again find that the circumstances and form in which the relief was pressed do not tip the balance against the exercise of discretion to make the declarations sought, and I repeat [299] above.

Conclusion and orders

For these reasons, subject to any party seeking to be heard as to their form, I propose to make orders in the following terms.
1.Pursuant to s 424 of the Corporations Act 2001 (Cth), the Court directs that the Receivers would be justified and acting properly in proceeding on the basis that the Scheme Investors under the 2007, 2008, 2009, 2012, 2014 Quintis Managed Investment Schemes have no right, title or interest in any sandalwood trees previously the subject of those Quintis Managed Investment Schemes (Scheme Trees) on the Relevant Land Assets.
2.It is declared that the Scheme Investors under the 2007, 2008, 2009, 2012 and 2014 Quintis Managed Investment Schemes have no right, title or interest in any Scheme Trees on the Relevant Land Assets or on the Voyager Land.
3.Pursuant to s 424 of the Corporations Act, the Court directs that the Receivers would be justified in proceeding on the basis that the Scheme Investors under the 2007, 2008, 2009, 2012 and 2014 Quintis Managed Investment Schemes have no right, title or interest in the Relevant Land Assets.
4.It is declared that the Scheme Investors under the 2007, 2008, 2009, 2012 and/or the 2014 Quintis Managed Investment Schemes have no right, title or interest in the Relevant Land Assets, or to share in the proceeds of sale of the Relevant Land Assets.
5.Pursuant to s 424 of the Corporations Act, the Court directs that the Receivers would be justified and acting properly in executing, and/or causing the execution by (as appropriate) Sandalwood Properties Ltd and Quintis Leasing Pty Ltd (in each case in their own right and not as trustees of any trust), the deeds of surrender in substantially the form of annexure A to the interlocutory process in respect of leases in Western Australia, annexure B to the interlocutory process in respect of leases and subleases in Queensland, and the withdrawal of caveats substantially in the form of annexure C to the interlocutory process (as appropriate) in respect of the following leases, subleases and caveats:
(a)Lot 73 of Crown Plan GS422 (known as 'Mugica' and owned by Sandalwood Properties Ltd in Queensland), Lease No. 716363792 dated on or about 23 February 2015 between Sandalwood Properties Ltd (as lessor) and Quintis Leasing Pty Ltd (as lessee in its own right and Sandalwood Properties Ltd as sublessee and bare trustee for Scheme Investors);
(b)Lot 13 of Survey Plan 195138 and Lot 2 of Survey Plan 262859 (both known as 'Woods Farm' and owned by Sandalwood Properties Ltd in Queensland):
(i)Lease No. 717117755 dated on or about 19 February 2016 between Sandalwood Properties Ltd (as lessor) and Quintis Leasing Pty Ltd (as lessee); and
(ii)Sublease No. 717176953 dated on or about 21 March 2016 between Quintis Leasing Pty Ltd (as sub-lessor) and Sandalwood Properties Ltd (as sub-lessee);
(c)Lot 6 on Plan 15631 (known a 'Chapmans' and owned by Sandalwood Properties Ltd in Western Australia):
(i)Lease No. L470429 dated on or about 22 October 2010 between Sandalwood Properties Ltd (as lessor) and Quintis Leasing Pty Ltd (as lessee);
(ii)Caveat No. L555342 dated on or about 14 February 2011 by Sandalwood Properties Ltd; and
(iii)Lease No. L732170 dated on or about 2 September 2011 between Sandalwood Properties Ltd (as lessor) and Quintis Leasing Pty Ltd (as lessee);
(d)Lot 52 on Deposited Plan 32046 (known as 'Rogers' owned by Sandalwood Properties Ltd in Western Australia):
(i)Lease No. L470430 dated on or about 22 October 2010 between Sandalwood Properties Ltd (as lessor) and Quintis Leasing Pty Ltd (as lessee);
(ii)Caveat No. L555346 dated on or about 11 February 2011 by Sandalwood Properties Ltd; and
(iii)Lease No. M663181 dated on or about 5 May 2014 between Sandalwood Properties Ltd (as lessor) and Quintis Leasing Pty Ltd (as lessee).
6.Pursuant to s 424 of the Corporations Act, the Court directs that the Receivers would be justified and acting properly in selling the Relevant Land Assets and/or any Scheme Trees on the Relevant Land Assets notwithstanding any claims asserted by Scheme Investors (or persons purporting to act on their behalf) in respect of any Scheme Trees and/or the Relevant Land Assets.
7.Pursuant to s 424 of the Corporations Act, the Court directs that the Receivers would be justified and acting properly in immediately applying any proceeds of sale from selling the Relevant Land Assets in accordance with the appointment deeds annexed at DHW-7 and DHW-8 of the affidavit of Daniel Woodhouse dated 15 April 2024 (First Woodhouse Affidavit) notwithstanding any claims asserted by Scheme Investors (or persons purporting to act on their behalf) in respect of any Scheme Trees and/or the Relevant Land Assets.
8.It is declared that the Scheme Investors under the 2007, 2008, 2009, 2012 and 2014 Quintis Managed Investment Schemes have no entitlement to share in the proceeds of sale of the Scheme Trees on the Relevant Land Assets or the Voyager Land.
9.It is declared that the Receivers are entitled to apply any sale proceeds from the sale of the Scheme Trees on the Relevant Land Assets and the Voyager Land in accordance with their appointment deeds, and without having regard to any claims asserted by Scheme Investors (or persons purporting to act on their behalf) in respect of any Scheme Trees on the Relevant Land Assets or the Voyager Land or the net proceeds of sale of those trees.

As to costs, in the interlocutory process the Receivers moved for an order that their costs of, and incidental to, the application be costs and expenses in the receivership of Sandalwood Properties Ltd, Quintis Leasing Pty Ltd and Quintis Forestry Pty Ltd. Subject to any party now seeking to be heard with respect to costs, it is my preliminary view that in the circumstances, such an order would be appropriate. While the application was pressed by the Receivers of all Quintis Group entities, there is no basis to conclude that the costs ought to be borne by the other Quintis Group entities.

Sch A - The Quintis Group entities

Quintis (Australia) Pty Ltd (receivers and managers appointed) (in liquidation)

Sandalwood Properties Ltd (receivers and managers appointed) (in liquidation) (formerly known as T.F.S. Properties Ltd)

Quintis Forestry Pty Ltd (receivers and managers appointed) (in liquidation) (formerly known as Tropical Forestry Services Ltd)

Arwon Finance Pty Ltd (receivers and managers appointed) (in liquidation)

Quintis Leasing Pty Ltd (in liquidation) (receivers and managers appointed) (formerly known as T.F.S. Leasing Pty Ltd)

Fieldpark Pty Ltd (receivers and managers appointed) (in liquidation)

Mt Romance Holdings Pty Ltd (receivers and managers appointed) (in liquidation)

Quintis Sandalwood Pty Ltd (receivers and managers appointed) (in liquidation) (formerly known as Mt Romance Australia Pty Ltd)

About Time We Met Pty Ltd (receivers and managers appointed) (in liquidation) (formerly known as Australia Sandalwood Oil Co. Pty Ltd)

Sch B - Orders made on 18 July 2024

Sch C - Orders made on 27 August 2024

Sch D - Orders made on 20 September 2024

Sch E - Clauses 14.1 - 14.3 of the constitutions for the 2007, 2008 and 2009 Quintis Managed Investment Schemes

Clauses 14.1, 14.2 and 14.3 of the 2007, 2008 and 2009 Quintis Managed Investment Schemes read as follows.

14. RELEASE OF APPLICATION MONEY
14.1 Release of Application Money
Within 5 Business Days of being reasonably satisfied with the matters specified in clause 13, the Responsible Entity must release (or, if applicable, direct the Custodian to release) the Application Money. The released Application Money must be used to pay the relevant fees that are payable under the Lease and Management Agreement. Where a deposit has been paid as provided for in clause 11.3, the balance of the Application Money must be paid out by the Responsible Entity as soon as practicable after receipt.
14.2 Refund
Within 20 Business Days of:[285]
[285] In the 2008 Quintis Managed Investment Scheme constitution, it is within 20 Business Days of: (a) where the relevant Application was made on or before 30 June 2008 - 30 June 2008; or (b) where the relevant Application was made after 30 June 2008 but on or before 30 June 2009 - 30 June 2009. In the 2009 Quintis Managed Investment Scheme constitution, it is within 20 Business Days of: (a) where the relevant Application was made on or before 30 June 2009 - 30 June 2009; or (b) where the relevant Application was made after 30 June 2009 but on or before 30 June 2010 - 30 June 2010.
(a) where the relevant Application was made on or before 30 June 2007 - 30 June 2007; or
(b)where the relevant Application was made after 30 June 2007 but on or before 30 June 2008 - 30 June 2008,

the Responsible Entity must refund to any Applicant, the whole of any Application Money that has not been released pursuant to clause 14.1. This obligation does not apply to Application Money that has not been released because of a default by the Applicant.
14.3 Extinguishment of Lease and Management Agreement
Upon the refund of the money referred to in clause 14.2, any relevant Contract or Lease and Management Agreement must be extinguished. The Responsible Entity must make an appropriate entry in the Register.

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.
KO
Associate to the Honourable Justice Strk
23 JUNE 2025

Number of Sandalwood Lots Applied For by Applicant	Establishment Fee $
Between 1 and 11	$6,875 (including GST)
12 or more	$6,600 (including GST)