Refuse to Lose Pty Ltd v Kostakis - [2025] VSC 438

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL COURT

COMMERCIAL LIST

S ECI 2025 02010

REFUSE TO LOSE PTY LTD (ACN 646 189 924) as trustee for the REFUSE TO LOSE TRUST (and others according to the Schedule)	Plaintiffs
v
JIM KOSTAKIS (and others according to the Schedule)	Defendants

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JUDGE:	Connock J
WHERE HELD:	Melbourne
DATE OF HEARING:	8 and 9 July 2025
DATE OF JUDGMENT:	10 July 2025
DATE OF WRITTEN REASONS:	22 July 2025
CASE MAY BE CITED AS:	Refuse to Lose Pty Ltd v Kostakis
MEDIUM NEUTRAL CITATION:	[2025] VSC 438

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FREEZING ORDERS — Freezing order — Applicable principles — Supreme Court (General Civil Procedure) Rules 2015 (Vic) ord 37A — Inherent jurisdiction and freezing orders — Ancillary orders general principles — Allegations of dishonesty — Good arguable case threshold — Exceptions and carve-outs to freezing orders — Quantum of freezing orders — Freezing orders and third parties — Undertaking as to damages — Security for damages undertaking — Discretionary consideration — Multiple causes of action and defendants — Ordinary living expenses exception — Legal expenses exception — Information disclosure orders — Security ordered — No fixed monetary limits on ordinary living expenses or reasonable legal expenses — Concessions regarding good arguable case and dissipation risk — Freezing orders made — Information disclosure ancillary orders made.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	Dr O Bigos KC with M Garrett	Tisher Liner FC Law
For the Defendants	C Rome–Sievers with P Pisani	Executive Law Group

TABLE OF CONTENTS:

Introduction and Summary of Conclusions................................................................................. 1

Material Relied Upon....................................................................................................................... 4

Procedural Background to the Application.................................................................................. 6

Plaintiffs' Evidence........................................................................................................................... 6

Defendants' Evidence..................................................................................................................... 14

Plaintiffs' Claims............................................................................................................................. 25

Plaintiffs' Primary Submissions................................................................................................... 30

Defendants' Submissions.............................................................................................................. 37

Plaintiffs' Submissions in Reply.................................................................................................. 56

Undertakings Given by the Plaintiffs......................................................................................... 62

General Principles – Freezing Orders and Ancillary Orders.................................................. 62

Consideration and Disposition..................................................................................................... 79

Freezing order and information disclosure order against Jim............................................. 82
Freezing order and information disclosure order against Elianne................................... 102
Freezing order and information disclosure order against JKEK....................................... 108
Exceptions and carve-outs to the freezing orders................................................................ 110
Information and disclosure order against PLHR................................................................. 114
Undertakings and security for damages undertakings...................................................... 115

Conclusion and Orders................................................................................................................. 117

Schedule of Parties........................................................................................................................ 119

Annexure A – Corporate Diagram.............................................................................................. 120

Annexure B – Joint Chronology.................................................................................................. 121

HIS HONOUR:

Introduction and Summary of Conclusions

By its amended summons filed 2 July 2025 (Summons), Refuse to Lose Pty Ltd (RTL) and Synochi Pty Ltd (Synochi) (together, the Plaintiffs) applied for freezing and information disclosure orders against the first defendant, Mr Jim Kostakis (Jim), the second defendant, Ms Elianne Kostakis (Elianne), the third defendant, JKEK Investments Pty Ltd (JKEK), and an information disclosure ancillary order against the fourth defendant, Premier Laser Hair Removal Pty Ltd (PLHR) (together, the Defendants),[1] pursuant to order 37A of the Supreme Court (General Civil Procedure) Rules 2015 (Vic) (Rules) and the inherent jurisdiction of the Court (Application).
[1]In these reasons, and with no disrespect, the first names of the individuals have been used in the same way as they were used by the parties in their affidavits and submissions.

Jim and Elianne owned and operated a business which traded as ‘Australian Laser & Skin Clinics’ (ALSC Business). ALSC provided laser hair removal, skin treatments and related cosmetic therapies in the Melbourne area, both as a franchisor and as an operator of franchisor-owned clinics.

RTL and Synochi are part of a group of companies said to be owned by the family of Peter Arvanitis (Peter) and his wife Areti Arvanitis (Areti). Areti is said to be the ultimate sole owner of each of RTL and Synochi through her company Ultimate Meaning Pty Ltd, the sole shareholder of each of the Plaintiffs. Synochi is the trustee of the Synochi Trust and a company said to be engaged in the business of money lending. Luke Brady (Luke) is the chief executive officer of RTL and Synochi.

Jim and Elianne met Peter and Areti in 2016 when on holiday with their respective families and became friends and, during 2021, business partners.[2] Their friendship and business relationship broke down in late 2024 or early 2025 in connection with the disputes the subject of this proceeding.
[2]Through related entities and dealings, as will be seen.

In about mid-2021 Peter and Areti’s interests, through RTL, acquired 50% of the ALSC Business. The corporate structure is as recorded in the corporate diagram provided to the Court by the Plaintiffs which comprises Annexure A to these reasons (Corporate Diagram). As was common ground (and is reflected in part in the Corporate Diagram), RTL paid $3.25 million to acquire a 50% interest in the following entities:

1) ALSC Australasia Pty Ltd (ALSC Australasia), being the entity which became the owner and operator of the franchising business;

2) ALSC Admin Pty Ltd, which marketed the ALSC brand for the benefit of both ALSC Australasia and franchisees (ALSC Admin); and

3) Australian Cosmetic & Laser Clinic Pty Ltd (ACLC) as trustee for The Australian Cosmetic & Laser Clinic Unit Trust (ACLC Unit Trust), which was a franchisor-owned ALSC clinic, operating in Moonee Ponds, Victoria.

RTL also acquired 50% of the units in the ACLC Unit Trust.

In mid-2022, RTL and PLHR incorporated ALSC Mornington Pty Ltd (ALSC Mornington), each holding 50% of the shares, through which they purchased the ALSC franchisee clinic at Mornington and ran it as a franchisor-owned clinic. The four ALSC entities referred to above are referred to as the ALSC Entities in these reasons.

Jim and Elianne’s 50% interest in the ALSC Business was held through PLHR, which also held 50% of the units in the ACLC Trust. Jim held 51% of the shares in PLHR and is and was its sole director, and Elianne held the other 49% of the shares. Elianne is the sole director and shareholder of JKEK, which is the trustee of the J & E Investments Trust (J&E Trust).

It is alleged that at all relevant times Jim was the sole director of each of the ALSC Entities. At Jim’s instigation, after consulting the accountant for the ALSC Entities, but allegedly without Peter, Areti, or Luke’s knowledge, administrators were appointed to each of the ALSC Entities on 4 April 2025, with liquidators being appointed not long thereafter.

In this proceeding the Plaintiffs make many claims against the Defendants in connection with allegations regarding, among other things:

1) RTL’s acquisition of a 50% interest in the ALSC Business based on misleading or deceptive conduct regarding the EBITDA, financial performance, and value of the ALSC Business;

2) a loan granted by Synochi to JKEK, where that loan was paid out by JKEK using separate loan funds advanced to JKEK by National Australia Bank (NAB) that were secured by, among other things, guarantees and other security interests (ALSC Securities) given to NAB by Jim over all of the assets of ALSC Australasia, ALSC Mornington and ACLC as trustee for the ACLC Unit Trust (ALSC Security Entities) for the personal benefit of Jim and Elianne, without the knowledge of Peter, Areti, Luke, or the Plaintiffs, and for no benefit to the ALSC Business; and

3) Jim making or obtaining alleged unauthorised or inappropriate withdrawals, benefits, and payments from the ALSC Entities for the benefit of Jim, Elianne and their associated entities, of which approximately $493,000 was said not to have been repaid.

Jim, Elianne and their two children relocated permanently to Dubai in early December 2024. At that time a property in the name of Elianne at 67 Were Street, Brighton, Victoria (Brighton Property), had been sold (in September 2024) for $10.25 million, and the sale was due to complete on 10 July 2025. The Court was informed that this would result in the payment of net settlement proceeds to Elianne of approximately $2.448 million. The settlement was very recently deferred until 10 July 2026.

The Application was heard urgently on 8 and 9 July 2025 (Hearing), and the following day, 10 July 2025, I delivered my ruling orally, with reasons to follow. These are those reasons, and for the reasons that follow, I concluded that:

1) A freezing order and information disclosure order should be made against Jim.

2) A freezing order and information disclosure order should be made against Elianne.

3) A freezing order and information disclosure order should be made against JKEK.

4) An information disclosure ancillary order should be made against PLHR.

5) The Plaintiffs’ undertakings as to damages should be supported by security in the total sum of $1 million, or such other sum as is agreed between the parties.

The orders against each of the Defendants were made and authenticated on 10 July 2025.

Material Relied Upon

The material relied upon for this interlocutory application was voluminous, with the many affidavits alone comprising more than 2,400 pages.[3] The Plaintiffs relied upon:
[3]The Plaintiffs’ affidavit material comprised 1341 pages and the Defendants’ material comprised 1063 pages. The parties did not seek leave to cross-examine any of the deponents.

1) four affidavits of Luke, as chief executive officer of the Plaintiffs, sworn on 2 June 2025 (First Brady Affidavit), 20 June 2025 (Second Brady Affidavit), 4 July 2025 (Third Brady Affidavit), and 8 July 2025 (Fourth Brady Affidavit);

2) three affidavits of Peter, as former director of and present consultant to the Plaintiffs, sworn on 3 June 2025 (First Arvanitis Affidavit), 16 June 2025 (Second Arvanitis Affidavit), and 19 June 2025 (Third Arvanitis Affidavit);

3) written submissions[4] filed 20 June 2025, and reply written submissions dated 4 July 2025, which were supplemented by oral submissions at the Hearing;
[4]Including the many authorities referred to.

4) an Amended Table of Claims;

5) the parties’ Joint Chronology; and

6) a NAB customer acknowledgement document of JKEK and executed by Elianne as sole director and company secretary of JKEK.[5]

[5]This document became exhibit P1 having been tendered on the first day of the Hearing on 8 July 2025 without objection.

The Defendants relied upon:

1) five affidavits of Ms Clarisse Hui–Ru Lam, a solicitor in the employ of the solicitors for the Defendants, sworn on 6 June 2025 (First Lam Affidavit), 20 June 2025 (Second Lam Affidavit), 30 June 2025 (Third Lam Affidavit), 2 July 2025 (Fourth Lam Affidavit), and 3 July 2025 (Fifth Lam Affidavit);

2) written submissions dated 1 July 2025 and supplementary submissions[6] filed 7 July 2025, which were supplemented by oral submissions from counsel for the Defendants during the Hearing;

3) aspects of the evidence filed by the Plaintiffs;[7] and

4) the Joint Chronology.

[6]And the many authorities referred to in written and oral submissions.

[7]As reflected in the written and oral submissions at the Hearing.

There were no objections taken to the admissibility of any particular paragraphs of the affidavit evidence or exhibited material relied upon by the parties, although each party made submissions regarding the weight and persuasive force of aspects of the evidence.

Prior to delivering my ruling at 2:15pm on 10 July 2025, I had read and considered all of the material relied upon, including the oral submissions.[8]
[8]And including the aspects of the authorities to which attention was drawn. Except for the Fourth Brady Affidavit that was filed during the Hearing, I had also had the opportunity to read and consider the affidavit material, written submissions and aspects of the authorities, in advance of the Hearing.

Procedural Background to the Application

This proceeding was commenced by writ on 15 April 2025. Following an urgent hearing held before me on 6 June 2025 for the purpose of addressing interim orders, Elianne, by her counsel, undertook that she would not (whether by herself or through her agents or affiliates) cause the settlement of the sale of the Brighton Property to occur earlier than 10 July 2025.[9] Timetabling directions were also made by orders dated 10 June 2025 to facilitate the hearing of the Application on 8 July 2025, two days before the scheduled settlement of the Brighton Property on 10 July 2025.
[9]Counsel for the Defendants confirmed this undertaking by email on the afternoon of 6 June 2025 as she was unable to obtain instructions at the hearing due to time zone differences.

Issues arose between the parties in relation to compliance with the 10 June 2025 timetabling orders, and extension and other orders were made on the papers on 24 June 2025. Further issues arose between the parties in connection with, among other things, the matters referred to in the Third Lam Affidavit and, in particular, foreshadowed issues and proposed changes to the settlement date of the sale of the Brighton Property. An urgent hearing was held before me on 1 July 2025 and orders were made further extending parts of the timetable, and granting leave to the Plaintiffs to file and serve the Summons and a further amended statement of claim (FASOC). At that hearing each of the Defendants, by their counsel, gave an undertaking to the Court in respect of the payment of any further deposit monies or proceeds of sale from the Brighton Property being retained in their solicitors’ trust account, the details of which are recorded in the orders made on 1 July 2025.

Plaintiffs’ Evidence

The timing of relevant events was said to be as reflected in the Joint Chronology, a copy of which comprises Annexure B to these reasons.[10] The Plaintiffs’ position regarding the factual background was also evident from the affidavit material they relied on, the pleadings, and their written and oral submissions. The relevant background was said by the Plaintiffs to include the following.
[10]Noting also that the Joint Chronology addresses aspects where the parties have different contentions regarding various matters.

Properties purchased by Jim and Elianne

Jim was said to have been the source of the funds for the acquisition of the Brighton Property, through the following property transactions.[11] On 9 June 2020, Jim became the sole registered proprietor of the property at 30 Moffat Street, Brighton, Victoria (30 Moffat Street), having purchased it for $4.65 million. On 15 October 2021, Jim settled the sale of 30 Moffat Street for $6.56 million. On the same day Elianne became the sole registered proprietor of the property at 14 Edro Avenue, Brighton East (14 Edro Avenue), having purchased it for $5.5 million. On 24 February 2023, Elianne settled the sale of 14 Edro Avenue for $5.85 million and on the same day Elianne became the sole registered proprietor of the Brighton Property, having purchased it for $4.44 million.
[11]Counsel for the Defendants responsibly acknowledged during the Hearing that the funding source (through Jim) was not disputed.

RTL’s purchase of its 50% interest in the ALSC Entities

In April 2021, Jim, Peter and Luke entered negotiations in relation to RTL’s potential investment in the ALSC Business. At meetings on 27 April 2021 and 15 May 2021, Jim allegedly made verbal representations relied on by Peter to the effect that the historical combined EBITDA of the corporate entities comprising the ALSC Business was $1.2 million, and that the entities would achieve at least the same in the future. Peter deposed that, due to his close relationship with Jim, he did not review the ALSC Entities’ financial statements in detail, instead relying on a summary prepared by a corporate advisory firm. Luke said that he received emails and other documents from Jim but due to other work pressures did not consider them at the time.

At around the same time, in April and May 2021, it was said that RTL proposed that Peter and Areti’s son (Stephen) become a director of each company in which RTL was to acquire a 50% interest.

On 28 July 2021, RTL and PLHR entered into a shareholders agreement with ALSC Australasia in relation to ALSC’s franchising business (Shareholders Agreement) and on 30 July 2021, RTL advanced $3.25 million to acquire a 50% interest in the ALSC Entities. That amount was said to have been calculated by reference to an agreed 5.5 times multiple of the allegedly represented annual EBITDA of $1.2 million, which was then halved to reflect RTL’s 50% interest.[12] The Plaintiffs contend that the ALSC Entities never had or did generate the $1.2 million EBITDA said to have been promised and represented by Jim.
[12]Less a $50,000 amount, making the price $3.25 million.

On 1 December 2021, Luke is said to have met with Jim and Jim’s accountant, during which Jim proposed that he remain the sole director rather than Peter’s son, Stephen, being appointed as co–director. Luke said that he trusted Jim and agreed.

Alleged unauthorised withdrawals, benefits and withholding of funds from the ALSC Entities by Jim

Luke deposed that he discovered numerous unauthorised and improper withdrawals, withholdings and payments made by Jim from funds of the ALSC Entities for the benefit of Jim, Elianne and JKEK that were not disclosed to Luke, Peter or Areti (Unauthorised Withdrawals). Luke’s evidence regarding these amounts included the following.

On 18 October 2021, Jim caused ACLC as trustee for the ACLC Unit Trust to draw down loan funds of $180,000 from NAB (October 2021 Personal Loan), which were transferred as: $177,930 to an unstated account as ‘Funds Required for Settlement’; and $2,070 to the account ‘252292687’ as ‘For Fees and Charges’. Luke deposed that he believed the $177,930 related to the settlement of Elianne’s purchase of 14 Edro Avenue on 15 October 2021. By 21 December 2021, Jim had repaid the October 2021 Personal Loan, but Luke deposed that, as a result of interest and service fees, and $6,000 of the repayment coming from a bank account of ACLC, ACLC incurred costs of $8,240.76 in obtaining the loan.

From June 2022 onwards, Jim withdrew funds of at least $126,500 from the ‘tax’ accounts of ALSC Australasia, ACLC, and ALSC Mornington (Tax Account Withdrawals), which resulted in these entities having insufficient funds to pay their respective tax liabilities and the need to seek payment plans with the ATO.

On 24 November 2022, Jim obtained a further personal loan for $141,000 in the name of ACLC as trustee for the ACLC Unit Trust and transferred that amount with the narration ‘Funds to 226457127 J Ek Investments Pty L’, which Luke believes was to JKEK (November 2022 Personal Loan). By 24 February 2023, Jim had repaid the November 2022 Personal Loan, but Luke deposed that, as a result of interest and service fees, and $9,000 of the repayment coming from a bank account of ACLC, ACLC incurred costs of $12,064.19 in obtaining the loan.

From July 2023 to December 2024, ACLC made gross salary payments to Elianne totalling $85,384.53 (Elianne Salary Payments) when it was said that Elianne was never employed by ACLC during that period.

From 23 August 2023, ALSC Admin incurred interest expenses said to be the result of Jim using an American Express credit card in the name of ALSC Admin to pay personal expenses (Credit Card Expenses). The total costs incurred by ALSC Admin in relation to these credit card expenses was said to be at least $75,500.

At a meeting on 18 September 2023, Peter and Luke raised with Jim and Elianne the November 2022 Personal Loan, the Credit Card Expenses and the Tax Account Withdrawals. In notes of the meeting exhibited to Luke’s affidavit, it was recorded that Peter explained to Elianne that her husband’s conduct was ‘criminal and to the point of fraud’ and in breach of the Shareholders Agreement. Luke deposed that Jim and Elianne acknowledged the conduct and that Jim agreed to repay the amounts but that this did not occur.

In about February 2024, Jim obtained an $82,000 American Express business loan through ALSC Admin (AMEX Loan) and Jim withdrew the funds on the same day, after which ALSC Admin incurred ongoing interest charges.

On 6 June 2024, Luke sent an email to Jim regarding the ALSC Entities’ tax debts and requesting repayment of monies after the Brighton Property is sold. The email stated in part as follows:[13]
[13]Exhibit to First Brady Affidavit, pages 394–395.

Jim,
I’ve meet with Peter and Areti this morning to discuss the current operational/liquidity issues at ALSC Group.
…
This can only change after the property located at 67 Were Street Brighton is sold/settled and the below is repaid
1. Cash $126,500 plus interest cost associated with the ATO repayment plans
2. Business loan – $82,000 plus interest costs
3. Business Credit card – plus interest costs

…
Our personal issues/affairs cannot get in the way of business which has clearly occurred here. This has now put the businesses at significant risk due to the lack of transparency to the other 50% shareholder.
…
Arvanitis notes the issue with the retention however we cannot look past the AMEX loan, Credit Card, and withdrawal of funds noting some points have previously been raised.
…

Prior to sending the email Luke says he had been told by Jim that he and Elianne had no money to repay the amounts and that this would not change until after the settlement of the sale of the Brighton Property.

According to a report generated from the Xero platform, ALSC Australasia transferred $34,615.38 with narrations of or similar to ‘Jim Kostakis – Consulting’ and ‘J&E Investments – Management & Consulting Fees’ (Consulting Fees). Luke deposed that he discovered this in February 2025 despite numerous prior conversations with Jim about not taking consulting fees, which it was said Jim had agreed to, and agreed that he would continue with his salary.

From about mid–September to December 2024, Jim was said to have operated for his benefit the ALSC franchisee clinics in Reservoir and Ringtail, which, unbeknownst to Peter and Luke, were owned by corporations of which Jim was a director until 6 and 25 November 2024. Luke’s evidence addressed the discussions with Jim about these clinics and that Jim had proposed that they be purchased by RTL and PLHR to keep marketing and royalty fees coming in to ALSC Australasia. Jim then proposed that his stepdaughter, Chantalle, take over the two clinics, which appears is what occurred. However, Luke’s evidence was to the effect that Jim failed to disclose that he was to have an interest in the clinics and was a director. Luke deposed that, to his knowledge, the Reservoir and Ringtail franchises did not pay any royalty to ALSC Australasia or any marketing fee to ALSC Admin in respect of the period from 19 September 2024 to 21 December 2024. He estimates that total royalties of $44,100 and marketing fees of $14,700 were payable over that time.

On 3 December 2024, Peter and Luke met with Jim. Among other things, Peter spoke to Jim about the Consulting Fees and the AMEX Loan. Luke then asked Jim to sign a loan agreement for $284,500 with Jim as borrower and ALSC Australasia, ALSC Admin, ALSC Mornington and ACLC as lenders (December 2024 Loan Agreement), which Jim did. Later that day, Jim sent to Luke an email requesting a copy of the contract and saying, ‘I’m unsure of the details since I was quite flustered and revved up at the time when I signed where you showed me to sign without fully understanding the content. […] Additionally, I noticed that the figure mentioned in the document lacked a detailed breakdown, and I don’t believe it accurately reflects what I owe. I’m more than willing to settle my obligations, but I would like to see a clear explanation of the charges.’

Luke deposed that at the time the December 2024 Loan Agreement was signed he was not aware of the Elianne Salary Payments or the October 2021 Personal Loan and therefore the relevant amounts were not included in the December 2024 Loan Agreement. The $284,500 amount the subject of the December 2024 Loan Agreement was said to have been made up of the $126,500 Tax Account Withdrawals, $82,500 in respect of the AMEX Loan and $75,500 in respect of the Credit Card Expenses.

Grant of security over the ALSC Entities to NAB to refinance the Synochi Loan to JKEK

Following the purchase of the Brighton Property in February 2023, Jim and Elianne began construction work. In November 2023 and July 2024, at the alleged request of Jim to Luke, Synochi advanced a loan to JKEK, in its own capacity and as trustee for the J&E Trust, ultimately totalling $1.3 million (Synochi Loan). The Synochi Loan was recorded in a loan deed executed on 28 November 2023 (Synochi Loan Deed) and varied by a variation deed executed on 2 July 2024 (Synochi Variation Deed). As security for monies owed under the Synochi Loan, Synochi was provided with a second registered mortgage over the Brighton Property (Synochi Mortgage) and written guarantees from Jim and Elianne. Repayment was due on 31 December 2024 and interest was payable at 10% per annum on the first advance, and 20% per annum on the subsequent advances. In the event of default, interest was payable at 20% per annum for the first advance, and 25% per annum for the subsequent advances. Further, the Synochi Loan Deed included a term that Synochi as lender, JKEK as borrower, and Jim and Elianne as guarantors, would each perform their obligations in good faith and reasonably.

In May 2024, Jim sent to Luke an email stating, among other things, ‘I don’t have a dollar until I sell my house.’ On 2 October 2024, Jim told Peter and Luke that he and Elianne were in the process of sourcing a further loan from NAB to obtain the funds required to pay out the Synochi Loan and discharge the Synochi Mortgage (NAB Synochi Loan). Upon Luke asking how NAB could consider approving such a loan given Luke’s understanding that Jim and Elianne did not have the income necessary to service it, Jim allegedly responded, ‘I don’t know.’

On 25 November 2024, NAB sent to Jim written confirmation that it had approved a $1.375 million loan facility for JKEK and enclosed an accompanying guarantee and indemnity which listed as guarantors Elianne, Jim, as well as ACLC as trustee for the ACLC Unit Trust, ALSC Mornington, and ALSC Australasia. On 27 November 2024, Elianne, as sole director and company secretary of JKEK, signed the loan acceptance document (NAB Synochi Loan Acceptance Document). The NAB Synochi Loan Acceptance Document stated that as security for monies owed under the NAB Synochi Loan, NAB was provided with (among other things) a guarantee and indemnity supported by a security over all present and future rights, property and undertaking of ACLC (as trustee for the ACLC Unit Trust), ALSC Mornington, and ALSC Australasia.

Pursuant to the NAB Synochi Loan, on 28 November 2024, NAB transferred to Synochi the amount required to pay out the Synochi Loan and discharge the Synochi Mortgage over the Brighton Property. It is said that none of the Plaintiffs, Peter, Areti or Luke, were aware that Jim and Elianne were using the ALSC Securities for their personal affairs and that, had they been aware, Synochi would not have accepted repayment or discharged the Synochi Mortgage over the Brighton Property.

Luke deposed that, without the grant of the ALSC Securities, Jim and Elianne would have been unable to obtain a loan on better terms than the Synochi Loan, and therefore the Synochi Loan would not have been repaid on the due date of 31 December 2024, or at all until the sale of the Brighton Property. It was said that JKEK therefore would have been in default, and accumulating interest at the default rate under the Synochi Loan between 1 January and 10 July 2025, which during the Hearing was revised to 10 July 2026 given Ms Lam’s evidence in the Fourth Lam Affidavit regarding the deferral of the settlement of the sale of the Brighton Property.

As mentioned, in December 2024, Jim and Elianne permanently relocated to Dubai with their children and they remain in Dubai.

On 4 April 2025 and without consulting or informing Luke, Peter or Areti, Jim placed each of the ALSC Entities into administration. On 21 May 2025, creditors voted to appoint liquidators to each of the ALSC Entities.

The Plaintiffs’ evidence, and particularly the evidence of Luke, also included evidence regarding, among other things: what was said to be RTL’s overpayment for its share in the ALSC Business based on alleged misleading representations; the amounts of the Unauthorised Withdrawals; the claimed total loss of RTL’s investment as a result of the Unauthorised Withdrawals and the ALSC Securities being given to NAB for the personal benefit of Jim, Elianne and JKEK; Deloitte’s financial statements for the 2023 and 2024 financial years recording the alleged sound financial position of the ALSC Entities; and evidence regarding the value of RTL’s interest in the ALSC Entities. Although the detail of all of this evidence need not be set out here, aspects of it are further addressed in the sections of these reasons below that deal with the parties’ respective submissions and my later consideration of the same.

Defendants’ Evidence

Neither Jim nor Elianne filed any affidavits and the Defendants relied upon the five Lam Affidavits, which largely comprised evidence given on information and belief based on instructions from Jim and Elianne in Dubai. Although it is not necessary or desirable to set out all of the detail regarding the Defendants’ position regarding the background, that which follows, when read with the Defendants’ written submissions, gives reasonable insight regarding the same.

It may also be noted that the competing lengthy affidavit materials of the Plaintiffs and the Defendants, the Joint Chronology, and the competing written and oral submissions, revealed that there are many issues of disputed fact for trial, particularly between Jim on the one hand and Peter and Luke on the other, and also revealed that there will be material issues of credit arising in respect of (at least) each of Jim, Elianne, Peter and Luke.

The First Lam Affidavit exhibited correspondence passing between the Plaintiffs’ solicitors in connection with the proceeding and the foreshadowed freezing order application, as well as a copy of the contract of sale for the Brighton Property between Elianne as vendor and Mr Terry Spasevski (Terry) as purchaser.

The Second Lam Affidavit addressed events and communications between the solicitors for the parties following the hearing on 6 June 2025 and exhibited relevant communications and correspondence, the detail of which need not be set out. In substance, this affidavit was directed towards complaints by the Defendants about the Plaintiffs’ alleged non-compliance with timetabling orders, the receipt of a proposed further amended statement of claim, and seeking adjustments and extensions to the timetabling orders. This resulted in timetabling and other adjustments being made by orders dated 24 June 2025.

The Third Lam Affidavit primarily addressed circumstances relating to the settlement of the sale of the Brighton Property that had not previously been traversed or disclosed to the Court at the earlier hearing, including the proposed deferral of the settlement of the sale from 10 July 2025 to 10 July 2026.

The Fourth Lam Affidavit addressed numerous factual matters on the basis of instructions said to have been given to Ms Lam. The matters addressed by Ms Lam included those referred to below.

The structure of the ALSC Entities and the nature of the ALSC Business.

Peter being the founder of the aged care company Estia Health that was acquired by Bain Capital for a substantial sum in December 2023; Peter’s alleged involvement with aged care homes investigated in connection with the COVID-19 pandemic; and Peter and Areti’s departure from Australia for Greece in December 2021 in what were said to be circumstances associated with the aged care homes and the COVID-19 pandemic.

RTL and Synochi operating as investment ‘shell companies’ for Peter and Areti, the absence of ownership of property in Australia by RTL or Synochi, and Jim’s concern that any undertaking as to damages by RTL or Synochi would be of no value given the absence of assets in Australia.

The previous relationship between Jim, Elianne, Peter and Areti, and how they came to know each other and became involved together in the ALSC Business.

Elianne’s instructions regarding: her role as predominantly a stay-at-home mum; her working part-time in the ALSC Business over the years and the nature of her duties; her absence of access to the bank account or Xero accounts of the ALSC Entities or any other entities comprising the ALSC Business; and Jim managing not only the affairs of the ALSC Business, but ‘all of JKEK’s affairs’. In this context Elianne is said to have instructed Ms Lam that: she signed ‘whatever Jim placed in front of her’; that it was not her practice to read the documents that she signed; and that even if she read documents, she expects that she would not understand their content. She informed Ms Lam, for example, that she knows what a home mortgage is but does not know what a ‘security’ is.

Ms Lam also addressed the background to what was described as Peter’s acquisition of an interest in the ALSC Business, and meetings and discussions regarding the same, parts of which revealed the extent to which contested issues of fact will arise in this proceeding. Ms Lam deposed that Jim instructed her that in April 2021, Jim, Elianne, Peter and Areti had a meeting the purpose of which was to let Peter and Areti know that Jim and Elianne did not want to mix friendship and business. It was said that at this meeting:

1) Jim expressed his reluctance to Peter to sell the ALSC Business as the COVID‑19 restrictions caused uncertainty in relation to when the clinics would be able to reopen and trade.

2) Peter was still interested in acquiring a part of the ALSC Business and said to Jim words to the effect of: ‘it was just money’. Peter represented to Jim that together they could grow the ALSC Business and either sell it to a private equity firm or float it on the stock market, as Peter had done with his previous ventures.

3) Peter emphasised to Jim that Peter had the finances on hand to grow the ALSC Business and that he ‘had [Jim’s] back’.

4) Peter further represented that upon his acquisition of part of the ALSC Business, nothing would change in the manner in which Jim operated the business and that Jim could continue to run the business as he always had. Peter said that he would work behind the scenes in the ALSC Business and also act as a personal adviser to Jim.

5) On the basis of the above representations and promises, Jim verbally accepted Peter’s offer to acquire part of the ALSC Business.

The evidence included evidence regarding the pre-sale negotiations that took place between, among others, Peter, Jim and Luke regarding the acquisition of the interests in the ALSC Business and the financial and other documents and communications that were exchanged regarding the same. It is again evident from aspects of this evidence that there are disputed questions of fact between the parties regarding the oral and other communications that took place in the lead up to the acquisition, including the extent of reliance on the same by Peter and Luke. For example, in paragraphs 58 to 68 of the Fourth Lam Affidavit, Ms Lam’s evidence included the following:[14]
[14]Other aspects of the evidence also addressed Jim not recalling certain meetings alleged by the Plaintiffs, and having different recollections about what transpired in oral communications with Peter and Luke.

58.On 27 April 2021 at 9.37am, also prior to the meeting, Jim sent Peter and Luke an email attaching profit and loss statements, balance sheets / tax returns for the year ending 30 June 2019 for the Premier Laser Discretionary Trusts, the ALSC Trust, the Skin Academy Unit Trust, Inject Academy, Jim K Investments Pty Ltd and JK Realestate Pty Ltd.
A copy of this email and its attachments is at pages 116-207 of PA-1.
59.Jim informs me and I believe that at his meeting with Peter on 27 April 2021, he does not recall telling Peter that the historical or future EBITDA of those entities was $1.2m. Indeed, Jim informs me and I believe that he does not know what EBITDA is. Rather, Jim told Peter that:
a.Jim had proposed to restructure the ALSC Business so as to require each franchisee to pay ALSC Australia a royalty calculated at either 8% or 9% of that franchisee’s total monthly gross revenue. Prior to this restructure, franchisees were paying a set monthly administration fee of $10,000 to ALSC Australia.
b.Jim told Peter the financials of the ALSC Business were conservative because once the COVID-19 pandemic came to an end, the business would continue to open more locations and the proposed changes to the franchise agreements, if implemented, would generate more revenue.

60.Jim informs me and I believe that in response, Peter told Jim that he had reviewed the financials and further told Jim that the ALSC Business had an established name with great potential for growth, and could be sold to a corporate entity for a substantial amount or potentially to be listed on the stock market as Peter had done before. Peter initially offered $3.5m but then reduced the offer to $3.25m.
61.I am instructed by Jim and believe that based on Peter’s representations as set out above, Jim accepted Peter’s offer of $3.25m for 50% of the ALSC Business.
…

Purchase price of the ALSC Business
67.Jim instructs me and I believe that his discussions with Peter as to the purchase price of 50% of the ALSC Business did not involve consideration of an “EBITDA multiplier”.
68.Jim informs me and I believe that Peter brought up the EBITDA multiple, but Jim told Peter that he did not want to discuss any multiple and that he stated many times that he wanted a price for the brand. Peter agreed that the brand was solid, constant, and recognised for many years. Jim was aware as it was industry knowledge that prior to COVID-19, there was a strong demand for laser skin clinics from private equity firms.

Ms Lam also deposed to the circumstances leading to the absence of any Arvanitis-connected director of the ALSC Entities, including Peter informing Jim that he did not want to be a director, that he did not want his son Stephen being a director, and Jim not recalling RTL suggesting that anyone else be appointed a director of the ALSC Entities on Peter’s behalf.

Ms Lam addressed the role of Luke, including as to the nature and frequency of communications between Jim and Luke, with examples given, including that Luke was said to be involved in procuring loans for the ALSC Business.

Ms Lam’s evidence addressed Jim’s responses to the allegations about the Unauthorised Withdrawals from the ALSC Entities. Jim was said to have understood that funds could be borrowed if he needed personal funds, in the manner of advanced directors’ drawings, and that he understood that Ms De Pace, the bookkeeper, was recording loan amounts in the name of PLHR or Jim in the business general ledger and posting the borrowings and repayments to the loan accounts at or about the time they occurred. Through Ms Lam, Jim also addressed the December 2024 Loan Agreement and the circumstances in which that was signed by Jim, and his position that he had stopped borrowing money from the ALSC Entities by the time he executed the agreement in December 2024.

The dealings with the Ringwood and Reservoir clinics in August/September 2024 were also addressed in connection with the prospect of the franchisee entities going into liquidation, the proposed acquisition of these clinics by Jim’s stepdaughter (Chantalle), and conversations and WhatsApp messages regarding Luke’s knowledge of the same. Ms Lam deposed to Jim’s reasons for involvement with those clinics being to assist Chantalle, and that the waiving of marketing and royalty fees for the first three months of a new franchisee was consistent with Jim’s practice over many years.

Ms Lam addressed Jim’s employment within the ALSC Entities and the circumstances in which it was said that he was going to change his status from an employee on a salary to contractor paid consulting fees. This was said to have been discussed and agreed with Luke in about October 2024, with Luke agreeing to the arrangement on the basis that Jim’s pay would not exceed the $120,000 that he was currently earning, which Jim said did not occur.

Through Ms Lam, Jim also addressed the Synochi Loan and the circumstances in which it was obtained and later repaid. Ms Lam’s evidence on this topic included the following:

121.I set out below the circumstances that led JKEK to enter into and repay the Synochi Loan (as defined in paragraph 62 of the First Brady Affidavit).
122.On 24 February 2023 Elianne purchased 67 Were Street Brighton (Brighton Property) …
123.Elianne instructs me and I believe that she intended to build a new home at the Brighton Property. Due to increases in the cost of building materials and labour, along with rising interest rates, the actual cost of constructing the new home ultimately exceeded the initial estimates. Therefore, in or around May 2023, Jim reached out to Luke and asked him if he would be able to leverage his relationships and the NAB to assist Elianne in procuring a loan.
124.Jim informs me and I believe that Luke discussed the matter with Peter and told Jim that Peter was willing to lend Elianne money to assist her to complete the construction of the new house on the Brighton Property.
125.Jim instructs me and I believe that Peter agreed to provide the loan, which was formalised in the Synochi Loan.
126.On about 10 September 2024, Elianne entered into a contract of sale for the Brighton Property in the amount of $10,250,000. The settlement date was 10 July 2025 …
127.Jim informs me and I believe that on the same day, 10 September 2024, Peter called Jim on WhatsApp and asked Jim to make full repayment of the Synochi Loan urgently, because Peter wanted the money for other investments he had in the pipeline. Peter applied a lot of pressure on Jim to clear the loan in this call and urged Jim to repay it early. Peter said that he would appreciate it if Jim could settle the loan early as final repayment date was not until December 2024.
128.Jim instructs me and I believe that in or around September and October 2024, Peter continued to apply a lot of pressure for the Synochi Loan to be repaid as soon as possible.
129.Jim informs me and I believe that between 11 September 2024 and 28 November 2024, Peter called Jim several times to ask about Jim’s progress with obtaining a loan so the Synochi loan could be repaid early[15] …
[15]Ms Lam also referred to and exhibited various emails between Jim, Luke and Peter in the period September 2024 to 28 November 2024 said to be consistent with Jim’s account, which I have read and considered.
135.I am informed by Jim and believe that in order to meet Peter’s demand for an early repayment of the Synochi Loan, on 27 November 2024, JKEK entered into a loan with the NAB with a facility limit of $1,375,000 and a facility expiry date of 30 September 2025 (NAB Loan).
…

136. On the same date, 27 November 2024:
a.each of Jim, Elianne, ALSC Australasia, ALSC Mornington executed a guarantee and indemnity in support of the NAB Loan; and
b.ALSC Australasia, ALSC Mornington and ACLC entered into General Security Agreements (GSAs) in support of the NAB Loan …

137.The NAB had a first registered mortgage over the Brighton Property from 24 February 2023 …
138.Pursuant to paragraph 75 of the First Brady Affidavit, on 28 November 2024, NAB transferred $1,402,816.52 to Synochi, being the outstanding amount owed under the Synochi Loan. The Synochi Loan was thus repaid, pursuant to Peter’s demands.

Through Ms Lam, Jim also further addressed the NAB Synochi Loan and the ALSC Securities given in support of the NAB Synochi Loan. The loan was said to be primarily supported by a mortgage over the Brighton Property, with Jim and Elianne listed as guarantors. Jim said that there was a low risk that the ALSC Securities were going to be called upon because the Brighton Property had ample equity beyond secured borrowings, and that the loans would be paid out in full from the Brighton Property settlement proceeds. Reference was also made to an email from NAB dated 1 May 2025 said to confirm that the NAB Synochi Loan would be fully paid out from the sale proceeds of the Brighton Property so that any other securities for the loans would be discharged at that point. This was said to confirm that the NAB does not intend to call upon the ALSC Securities.

Ms Lam’s evidence also addressed the circumstances in which the ALSC Entities were placed into administration in April 2025, which, in part, was addressed as follows:

a.In the aftermath of COVID-19 costs increased including, notably, wages. For instance, Jim informs me that the nurses at the Mornington clinic were requesting as much as $80 per hour. The ALSC Business now pays nurses around $120 per hour. It was also getting harder to get good nurses, such that wage increase requests had to be accepted.
b.Increasing regulation in the industry limited Jim’s ability to advertise the ALSC Business. For instance, the ALSC Business was not allowed to promote the word “injectables” and could no longer promote “before and after” photos for certain treatments. Further, the business was not allowed to have “bloggers” or “influences” promote certain services on social media.
c.As is widely known, the cost of living escalated and continued to escalate, meaning people had less disposable income to spend on cosmetic procedures, causing a significant reduction in revenue.
d.Franchisees were struggling and were either not making money or were considering going into liquidation (in this regard, I refer to the previous owner of the Reservoir and Ringwood clinics as set out in paragraph 97 above). I am instructed by Jim and believe that the Brighton clinic went into liquidation two months prior to the sale of the Ringwood and Reservoir clinics to Chantalle. As a result, ALSC Australasia was not receiving its usual royalties from these franchisees and ALSC Admin was not receiving its usual marketing fees from these franchisees.

Ms Lam was informed by Jim that, despite his best efforts, he was not able to save the ALSC Business, noting that Peter had already said that he was not prepared to invest any more money in the business. Jim said he had no readily available additional funds to contribute to the ALSC Business and was therefore left with no choice but to appoint an administrator over the ALSC Entities on 4 April 2025. Ms Lam’s evidence also addressed Jim’s instructions regarding: the administration of the ALSC Entities and events leading up to administration, including discussions with the accountants and being warned about trading whilst insolvent; advice received that Jim should liquidate the ALSC Business sooner rather than later; consulting Richard Rohrt to discuss his concerns; communications between Peter and Jim regarding disputes they were having at about this time; Jim feeling threatened by Peter’s communications, including those regarding his relocation to Dubai; and Jim’s consultation with Mr Rohrt, and advice as to the solvency position, causing him to have the ALSC Entities appoint Mr Rohrt as their administrator. Ms Lam’s evidence also addressed what was said to be Luke’s ongoing access to banking records and business records prior to administration, and the content of the administrator’s reports for each of the ALSC Entities.[16]
[16]Which I have read and considered.

With respect to the move to Dubai, Ms Lam deposed that Jim said that he and Elianne had been planning to move to Dubai since late 2022 as they had friends and family there and saw opportunities in the laser cosmetic industry. Jim said they had been to Dubai many times, loved the climate, people and culture, and Elianne had always wanted to move there. The family had stayed there for three weeks during the December 2023 to January 2024 school holidays to experience the place and to assess whether a permanent move was right for their family. At that time Jim said they inspected properties and their children attended school interviews. This trip was said to have cemented Jim and Elianne’s decision to move to Dubai to start a new life and their children were said to have been registered for enrolment on 28 February 2024 to start school the following year in January 2025. Relevant documents were exhibited.

As to how the business was to be run remotely, Ms Lam deposed that she was instructed that before moving to Dubai, Jim had set up the ALSC Business to ensure that area managers were able to oversee the day-to-day operations of the business, supervised by Jim remotely. Further, Jim had pre-planned quarterly visits to Australia, and had returned to Australia in March 2025 where he visited multiple clinics and met with management.

Through Ms Lam, Jim also addressed JKEK’s investment in the Exus Capital Property Fund, being $100,000 in Fund 1, $75,000 in Fund 2, and $75,000 in Fund 3. Statements received on 24 March 2025 were said to indicate that the value of JKEK’s investment totalled $365,982.50, being $136,550 with respect to Fund 1; $186,555 with respect to Fund 2; and $42,877.50 with respect to Fund 3.

In the Fifth Lam Affidavit, Ms Lam addressed Jim and Elianne’s instructions regarding what were said to be the consequences of a freezing order on the Defendants, including the financial impact, and also addressed details of living expenses and legal costs. It was said that Jim and Elianne were concerned that if a freezing order was made, especially if of a sizeable value, it would unduly constrain their ability to manage their own and their children’s lives, including their ability to complete their schooling at their current school in Dubai (noting that one child is in year 12), and severely inhibit their ability to make a living and to provide care for their family. Two examples regarding the provision of medical care and funding were given but need not be detailed here.

With respect to living expenses, Ms Lam was informed by Jim that the family’s current weekly living expenses totalled $28,884.81, comprising the matters set out in the living expenses table in the Fifth Lam Affidavit, to which I refer but will not set out.[17] With respect to legal costs, Ms Lam deposed that as at 30 June 2025 the Defendants’ outstanding legal costs were approximately $250,000, and it was noted that the Plaintiffs’ pleadings had already changed several times and remained problematic, and that this required attention and increased the Defendants’ costs in preparing to respond to them. It was also said that the freezing order application and the way that it had been prosecuted, including the length of the submissions and the volume of material exhibited to the five affidavits that the Plaintiffs had filed at that time, had significantly escalated the costs of seeking to meet the Application. Ms Lam said that, given that the hearing of the freezing order application was yet to be held, that the Plaintiffs’ pleadings may still be challenged, a defence is yet to be filed, and none of the usual pre-trial steps have occurred, she anticipated that the Defendants’ legal costs for the next stage of the proceeding up to mediation would be in the vicinity of $100,000.
[17]That table also made reference to various pages of the exhibits said to support the existence and amount of various expenses referred to.

Plaintiffs’ Claims

In its 70-page FASOC the Plaintiffs make many claims against the Defendants, invoking a range of causes of action, and seeking extensive relief in their 27‑paragraph[18] prayer for relief. The various claims, causes of action, and relief claimed were summarised in an Amended Table of Claims relied on by the Plaintiffs that was prepared at my request. Although I have considered and reviewed the detail of the FASOC, it is convenient to set out in these reasons the Amended Table of Claims, which I do below in almost identical terms to the form in which it was filed.

PLAINTIFFS’ AMENDED TABLE OF CLAIMS
[18]Including sub-paragraphs.

*Cause of action*	By	*Against*	*Relief claimed*	*FASOC*	*PFR*
*[A] Claim by RTL for MDC in pre–sale negotiations*
Claim alleging misleading or deceptive conduct (*MDC*) by Jim and PLHR in April and May 2021 during negotiations for RTL’s acquisition of a 50% interest, in representing that the combined annual EBITDA of the entities in which a 50% interest was being acquired, was $1.2 million.	RTL	Jim, PLHR	Damages of $1.41m – calculated per FASOC 11L.	11A to 11L	AA, AB, AC
*[B] Claims by Synochi for loss of interest income*
Claim alleging breach by Jim, EK and JKEK of obligations under the Synochi Loan Deed to act in good faith and reasonably, due to their failure to disclose to the Plaintiffs that the funds used to repay the Synochi Loan were obtained by pledging the assets of the ALSC Security Entities, causing a loss of interest income for Synochi.	Synochi	Jim, Elianne, JKEK	Damages of $147,500 – calculated per FASOC 32B, detailed in LB Ann 3.	19 to 32B	AD
Claim alleging MDC by Jim in failing to disclose to the Plaintiffs that he intended to cause the grant of the ALSC Security Interests – if disclosed, Synochi would not have accepted payment nor agreed to discharge the Synochi Mortgage.	Synochi	Jim	Damages of $147,500.	32 to 36, 37B	A(a)
Claim alleging that each of Elianne, JKEK and PLHR were ‘persons involved’ in the MDC of Jim alleged in the row immediately above, as each knew Synochi would not have accepted payment if it had known of the ALSC Security Interests.	Synochi	Elianne, JKEK, PLHR	Damages of $147,500.	37, 38, 39	A(b)
*[C] Claims by RTL for MDC regarding the ALSC Security Interests*
Claim alleging MDC by Jim in failing to disclose to the Plaintiffs that he intended to cause the grant of the ALSC Security Interests as security for the NAB Brighton Loan – if disclosed, RTL would have prevented the ALSC Security Interests being granted, which would have prevented the ALSC Entities entering administration.	RTL	Jim	Damages of $2.858m / $1.863m (FY23 / FY24 EBITDA) per 37A, and LB Ann 2.	32 to 37A	A(a)
Claim alleging that each of Elianne, JKEK and PLHR were ‘persons involved’ in the MDC of Jim alleged in the row immediately above, as each knew the Plaintiffs would object to the grant of the ALSC Security Interests, and was obliged to disclose same.	RTL	Elianne, JKEK, PLHR	Damages of $2.858m / $1.863m – as above.	37, 38, 39	A(b)
*[D] Claims by RTL for MDC regarding the withdrawal of funds from ALSC Entities*
Claim alleging MDC by Jim in withdrawing or withholding funds from ALSC Entities for personal use by Jim, EK and JKEK, without disclosing same to RTL, which funds were not available to those entities as at 4 April 2025 – but for which those entities would not have entered administration, if they were not already insolvent by reason of the grant of the ALSC Security Interests.	RTL	Jim	Damages of $2.858m / $1.863m (FY23 / FY24 EBITDA) per 37A, and LB Ann 2.	37C to 37H	A(a)
Claim alleging that each of Elianne, JKEK and PLHR were ‘persons involved’ in the MDC of Jim alleged in the row immediately above, as each knew the Plaintiffs would object to the withdrawals and withholding of funds, and was obliged to disclose it.	RTL	Elianne, JKEK, PLHR	Damages of $2.858m / $1.863m – as above.	38A, 38, 39	A(b)
*[E] Claims by RTL alleging breaches of fiduciary duties – re: ALSC Security Interests / withdrawals of funds*
Claim alleging that by causing each ALSC Security Entity to grant an ALSC Security Interest, Jim breached fiduciary duties which he owed to RTL as 50% shareholder of that entity – but for the grant of the ALSC Security Interests, the ALSC Entities would not have entered administration.	RTL	Jim	Equitable compensation $2.858m / $1.863m as above.	40 to 44	B(a), D(a)
Claim alleging that by withdrawing and withholding of funds from ALSC Entities, Jim breached fiduciary duties which he owed to RTL as 50% shareholder of each – but for the withdrawal / withholding of funds, the ALSC Entities would not have entered administration (if not already insolvent due to the grant of the ALSC Security Interests).	RTL	Jim	Equitable compensation $2.858m / $1.863m; Account for $493,419 per 19P.	19P, 40 to 44	B(a), D(a), D(b)
Claim alleging that Jim’ breaches of fiduciary duty regarding the ALSC Security Interests constituted a dishonest and fraudulent design, and that each of Elianne, JKEK and PLHR knowingly assisted Jim to engage in that design.	RTL	Elianne, JKEK, PLHR	Equitable compensation $2.858m / $1.863m.	45, 46 to 48	B(b), D(a)
Claim alleging that Jim’ breaches of fiduciary duty regarding the withdrawing and withholding of funds from ALSC Entities, constituted a dishonest and fraudulent design, and that Elianne, JKEK and PLHR knowingly assisted Jim to engage in that design.	RTL	Elianne, JKEK, PLHR	Equitable compensation 2.858m /$1.863m; Account (from EK, JKEK) for $493,419.	19P, 46A to 48	B(b), D(a), D(b)
*[F] Claims by RTL alleging breaches of Trustee duties owed to RTL (for ACLC atf the ACLC Unit Trust)*
Claim alleging that ACLC as trustee of the ACLC Unit Trust, by granting an ALSC Security Interest over its assets for the NAB Brighton Loan, breached duties owed by it as trustee to RTL as 50% unitholder in the ACLC Unit Trust, as part of a dishonest and fraudulent design – and that each of Jim, Elianne, JKEK and PLHR knowingly assisted in that design, causing loss of RTL’s investment in that entity.	RTL	Jim, Elianne, JKEK, PLHR	Equitable compensation of $757,977 / $322,465 (per FY23 / FY24 EBITDA for ACLC), per LB Ann 2.	49 to 55	C(a), C(b), E(a)
*[G] Claim by RTL alleging knowing receipt by Elianne and JKEK of property of the ACLC Unit Trust*
Claim alleging that Elianne and JKEK knowingly received assets of the ACLC Unit Trust to the value of $121,714.48 in breach of trust, being the total of: · $8,240.76 – October 2021 loan – per 19E · $17,000 – Tax Account Withdrawals – 19F(b) · $12,064.19 – November 2022 loan – 19I · $85,384.53 in salary payments – 19J	RTL	Elianne, JKEK	Equitable compensation of $757,977 / $322,465 as above; Account for $121,714 per 56A.	19E–19F, 19I–19J, 56A to 56C, 50(2)–(3)	C(c), E(b)
*[H] Claim alleging breaches by PLHR of the Shareholders Agreement*
Claim alleging that PLHR breached the Shareholders Agreement by reason of Jim: · causing ALSC Australasia to grant an ALSC Security Interest without RTL’s consent, breaching the First and Second Implied Terms, and the ‘Law’ as defined in the Shareholders Agreement – FASOC 12(h), 63, 64 · obtaining the ALSC Admin Credit Card and ALSC Admin Business Loan for personal use, breaching the Third Implied Term – FASOC 12(i)(1), 19K, 19L, 64A(a) · causing the New Ringwood and New Reservoir Franchisees to withhold $58,700 payable to ALSC Entities, breaching the Fourth Implied Term – FASOC 12(i)(2), 19N, 64A(b) · causing ALSC Australasia to pay him consultancy fees of $34,615.38 without the required agreement, breaching cl 3.3(b)(ii) – FASOC 12(f), 19O, 63, 64A(c) · making Tax Account Withdrawals of $75,500 from ALSC Australasia, breaching the ‘Law’ as defined in the Shareholders Agreement – FASOC 19F, 63	RTL	PLHR	Damages for loss of RTL’s investments in the following entities, per LB Ann. 2 (based on FY23 / FY24 EBITDA for each): As to ALSC Australasia – $1,715,776 / $1,188,687. As to ALSC Admin – $53,248 (based on FY24 EBITDA).	12, 19F, 19K–19L, 19N, 19O, 63, 64A, 64, 66–67	F
*[I] Claim alleging oppression*
Claim alleging that Jim, by his conduct including: (a) as to each ALSC Security Entity – causing it to grant an ALSC Security Interest; and (b) as to each ALSC Entity – withdrawing and/or withholding funds from it; engaged in oppressive conduct in relation to that ALSC Entity.	RTL	Jim	Orders that Jim buy RTL’s shares for the price per Entity in LB Ann 2, a total of $2.858m / $1.863m as per [C], being: (a) as to ALSC Australasia/ALSC Admin: – the amounts in [H]; (b) as to ACLC: those in [G]; (c) as to ALSC Mornington: $474,366 / $299,255 (based on FY23 / FY24 EBITDA). Alternatively, compensation by Jim to each ALSC Entity in those amounts.	68–71	FA to FG
Claim alleging that PLHR, as a 50% shareholder / unitholder in respect of each ALSC Entity, by failing to inform RTL of Jim’ conduct in relation to that Entity as alleged in paragraphs 68–71, notwithstanding its knowledge (through Jim) of that conduct, and notwithstanding the terms of the Shareholders Agreement, engaged in oppressive conduct in relation to that ALSC Entity.	RTL	PLHR	The same orders against PLHR that are sought against Jim as to oppressive conduct.	72	FA to FG
Claim alleging that Elianne and JKEK, by their conduct per ALSC Security Entity, including: (a) applying for the NAB Brighton Loan on the basis that it would be secured by an ALSC Security Interest of no benefit to that entity; and (b) receiving and retaining funds of that ALSC Security Entity, knowing they had no entitlement to retain those funds; engaged in oppressive conduct in relation to that ALSC Security Entity.	RTL	Elianne, JKEK	The same orders against EK & JKEK that are sought against Jim as to oppressive conduct, for ALSC Security Entities.	68–70	FA, FC, FE

As can be seen from the FASOC and the Amended Table of Claims, substantial, and at least in part, somewhat complex claims are made against each of Jim, Elianne, JKEK, and PLHR in connection with, among other things, the acquisition, operation, and collapse of the ALSC Business, the Unauthorised Withdrawals, the liquidation of the ALSC Entities, the NAB Synochi Loan, the ALSC Securities, and the repayment of the Synochi Loan. The Plaintiffs’ claims include claims for: misleading and deceptive conduct; aiding, abetting and involvement in such conduct; breach of contract; breach of fiduciary duty; knowingly assisting in a breach of fiduciary duty; breaching contractual obligations of good faith; breach of trust; knowing receipt of property in breach of trust; engaging in oppressive conduct; and other claims. The relief claimed includes substantial monetary claims of RTL based on the alleged inflated purchase price resulting from Jim and PLHR’s misleading and deceptive conduct, and the loss of the value of RTL’s investments in the ALSC Business. Including interest and costs, the total of the monetary claims made are said by the Plaintiffs to exceed $5 million.

I note for completeness that the Defendants have not yet filed a defence, and that a previous order requiring the Defendants to file and serve their defence prior to the hearing of the Application was vacated at the motion of the Defendants and consented to by the Plaintiffs.[19] That said, and as the Defendants’ counsel made plain, the Plaintiffs’ claims are to be strongly contested by the Defendants.
[19]And about which there is no issue.

Putting to one side for the moment the question of quantum, it is not necessary to further address the nature or detail of the many claims made by the Plaintiffs at this point. This is because at the Hearing, and after being given the opportunity to clarify instructions, and then after being given a further opportunity to clarify instructions, the Court was ultimately informed by counsel that, for the limited purpose of the Application, the Defendants conceded that the Plaintiffs had established a good arguable case in respect of each of the claims brought against each of the Defendants, but that the quantum of the claims was strongly contested.[20]
[20]I do not take that concession to operate in respect of the claim that Elianne and JKEK themselves engaged in the oppressive conduct of the affairs of the ALSC Entities (as opposed to Jim), noting that, after this issue was raised by me with senior counsel for the Plaintiffs, senior counsel informed the Court that these direct allegations of oppression against Elianne and JKEK were not pressed — at least for the purpose of the Application.

I turn now to the parties’ written and oral submissions.

Plaintiffs’ Primary Submissions[21]

[21]The Plaintiffs’ submissions in reply are dealt with later below.

The Plaintiffs submitted, in summary, that the freezing orders should be made for the following reasons:

1) The Plaintiffs have a good arguable case with respect to the claims against each of Jim, Elianne, JKEK and PLHR.

2) Further or alternatively to the substantive claims against Elianne and JKEK, the Plaintiffs have a good arguable case that a freezing order should be made against each of them as third parties.

3) Unless freezing orders are made there is a clear danger that prospective judgments against Jim, Elianne and JKEK will be wholly or partly unsatisfied because their respective assets will be disposed of, dealt with, or diminished in value, or because Jim and Elianne will have left Australia.

4) The balance of convenience favours making freezing orders and information disclosure orders against Jim, Elianne and JKEK, as well as an information disclosure order against PLHR.

The substance of the Plaintiffs’ submissions as to why a good arguable case had been demonstrated in respect of each of the Plaintiffs’ claims was addressed at some length in their primary written submissions, which I have read and considered, and to which I refer, but will not recite here. In doing so I am conscious of the Defendants’ ‘good arguable case’ concession made during the Hearing, and their concession that the Plaintiffs had established the relevant risk of dissipation, which was not contested.[22]
[22]Noting that these concessions were made for the limited purposes of the Application only.

In addressing the contention that there was a danger that a prospective judgment would be wholly or partly unsatisfied, the Plaintiffs made two primary submissions. First, Jim and Elianne are now living with their children in Dubai, so that, in the absence of a freezing order over the remaining assets in Australia, it can be inferred that the Defendants will transfer their assets overseas where they have ‘established a life’. Second, that the improper conduct said to have been engaged in by Jim, Elianne, JKEK and PLHR enables the Court to infer a real risk or danger that the assets will be dealt with in a way that will prejudice the enforcement of a judgment. It was submitted that a reasonably arguable case of dishonesty and misappropriation of funds is, of itself, sufficient to demonstrate a danger or real risk that the assets will be dealt with in a way which would prevent the applicant from recovering judgment. In this context the Plaintiffs referred to various authorities, including: Patterson v BTR Engineering (Aust) Ltd;[23] Victoria University of Technology v Wilson;[24] Bunnings Pty Ltd v McMillin;[25] Distinctive FX Pty Ltd v Wright (Distinctive FX);[26] Spotlight Pty Ltd v Mehta;[27] Nevro Medical Pty Ltd v McKelvie;[28] and Re Royal Express Pty Ltd.[29]
[23](1989) 18 NSWLR 319, 325–326 (Gleeson CJ).
[24][2003] VSC 299, [33] (Redlich J).
[25][2005] VSC 131, [6] (Kaye J).
[26][2015] VSC 299, [39] (Elliott J).
[27][2019] FCA 1796, [23] (Anderson J).
[28][2020] FCA 1412, [17]–[18] (Snaden J).
[29][2021] FCA 585, [31]–[35] (O’Bryan J).

Further or alternatively, the Plaintiffs also submitted that a freezing order could also be made against Elianne and JKEK as third parties. In this regard, the Plaintiffs’ contentions included: First, Elianne and JKEK: (a) holds or is using, or has exercised or is exercising, a power of disposition over assets (including claims and expectancies) of Jim; and (b) is in possession of, or in a position of control or influence concerning, assets (including claims and expectancies) of Jim.

In respect of Elianne, this was said to be so because the Brighton Property (and its proceeds of sale) are said to be held by Elianne under a constructive trust or a resulting trust in favour of Jim.[30] It was contended the Court should infer that the purchase of the Brighton Property was funded through the sale of 14 Edro Avenue and that the purchase of 14 Edro Avenue was funded through the sale of 30 Moffat Street, which was held in Jim’s name. Further, the Plaintiffs drew attention to a number of occasions in which Jim described the Brighton Property as being his own house. These included an email to Luke on 7 May 2024 stating, ‘I don’t have a dollar until I sell my house.’
[30]Referring to Muschinski v Dodds (1985) 160 CLR 583, Baumgartner v Baumgartner (1987) 164 CLR 137, and Bosanac v Commissioner of Taxation (2022) 275 CLR 37.

In respect of JKEK, the Plaintiffs stated that Jim is a beneficiary of the J&E Trust, of which JKEK is trustee. Further, it was said that Jim referred to JKEK’s investment of $250,000 in the Exus Capital Property Fund as being his own, saying to Peter via WhatsApp message, ‘… what I am asking from you and other friends is to just buy out my shares of Hectors fund. I have $250k invested and asking all my friends in the ground to buy 50k each of my fund …’.

It was further submitted that Jim arguably controls JKEK’s power of selection because his wife, Elianne, is the sole director of JKEK and has the power to appoint a new trustee, and therefore Jim has something approaching a general power and ownership of the trust property. The Plaintiffs referred to observations of French J (as his Honour then was) in ASIC v Carey (No 6):[31]

[T]he beneficiary who effectively controls the trustee’s power of selection because he is the trustee of one of them and/or has the power to appoint a new trustee has something approaching a general power and the ownership of the trust property.

[31](2006) 153 FCR 509, [37] (French J).

Second, relying upon the inherent jurisdiction of the Court, it was submitted that a future legal process of a court may ultimately be available to the Plaintiffs (which might be contingent on the appointment of a trustee–in–bankruptcy of Jim) pursuant to which Elianne and JKEK may be obliged to disgorge assets or to contribute to the funds of Jim to help satisfy the prospective judgment.[32] This was said to be because a trustee in bankruptcy could claw back the funds used for the purchase of the Brighton Property or their traceable proceeds from Elianne, and the proceeds of sale of the Brighton Property, by claiming a constructive trust or a resulting trust, or applying to void the transfers pursuant to s 120(1) of the Bankruptcy Act 1966 (Cth). Further, it was said that a trustee in bankruptcy may have a claim to the assets held by JKEK as trustee of the J&E Trust given Jim and Elianne’s alleged effective control of the trust.
[32]Referring to PT Bayan Resources TBK v BCBC Singapore Pte Ltd (2015) 258 CLR 1 and Cardile v LED Builders Pty Ltd (1999) 198 CLR 380.

As to the balance of convenience, it was submitted that the lower risk of injustice favoured the grant of freezing orders, referring to the Court of Appeal’s decision in Bradto v State of Victoria.[33] This was said to be because, in the absence of a freezing order: the assets may be lost irretrievably; damages are not an adequate alternative remedy because in the meantime the funds may be dissipated and any ability to trace them will be lost; and there were no disentitling equitable considerations.
[33](2006) 15 VR 65, [35] (Maxwell P and Charles JA).

With respect to the information disclosure orders sought, the Plaintiffs submitted, among other things, that:

1) The Court may grant information disclosure orders before considering whether to grant a freezing order, or as accompanying a freezing order, and an ancillary order assists in eliciting information relating to assets relevant to a freezing order or a prospective freezing order, or determining whether a freezing order should be made.[34]

2) Information disclosure orders were sought against Jim, Elianne and JKEK to accompany any freezing orders made against them, for the purpose of eliciting information relating to the assets relevant to any freezing orders.

3) Against PLHR, information disclosure orders were sought to determine whether a freezing order should be made against it, and to elicit information relating to assets relevant to any such prospective freezing order. PLHR was said to be one of the key corporate entities operated by Jim, and its asset position was unknown to the Plaintiffs beyond the shares and units which it holds in the now insolvent ALSC Entities.

[34]Relying upon the discussion in Caboche v Southern Equities Corp Ltd [2001] SASC 55 (Caboche), [45]–[49] (Williams J), referring to, among others, Bax Global (Australia) Pty Ltd v Evans (1999) 47 NSWLR 538 at 544–5 (Austin J).

Oral submissions were also made by senior counsel for the Plaintiffs, which drew upon various matters referred to in the written submissions and addressed some additional matters. The oral submissions included those referred to below.

The Plaintiffs emphasised that neither Jim nor Elianne had gone on oath in relation to any of the evidence, with all five affidavits of Ms Lam being sworn on information and belief.

The Plaintiffs addressed aspects of the claims made and engaged with the Bench regarding various matters, which the transcript will record but I will not set out in detail here. In this context, and particularly in connection with the quantum of the claims, reference was made to numerous parts of the affidavits of Luke and other evidence, including in relation to the following:

1) Luke’s evidence regarding what was said to be the ability of the ALSC Entities to raise loan funds of $1.4 million if Jim had not given the ALSC Securities to NAB. This was further elaborated upon in the Fourth Brady Affidavit filed during the course of the Hearing.

2) If the ALSC Entities’ assets had remained unencumbered they would have been in a position to raise loan funds for working capital, which would have prevented the ALSC Entities from going into administration. This was said to be supported by aspects of the administrator’s reports, which referred to limited working capital being available.

3) The collapse of the ALSC Entities being caused by the ALSC Securities being given to NAB and the impact of the Unauthorised Withdrawals. In this context reference was made to the December 2024 Loan Agreement with Jim regarding some of these withdrawals, and the fact that the Plaintiffs do not seek to directly claim the amounts of the Unauthorised Withdrawals, although damages or compensation claims were made based on such amounts.

4) How the quantum of the inflated purchase price damages claim and RTL’s loss of investment damages claim had been calculated, including relevant evidence regarding the same.

5) The oppression claims, including the primary contention regarding the lost value of RTL’s investment, and an alternative contention that a compensation order might be made for 50% of the total amount of the Unauthorised Withdrawals.

6) The lost interest claimed in respect of the Synochi Loan being calculated until only 10 July 2025 in circumstances where that would now be a greater amount given that the Brighton Property settlement has been deferred until 10 July 2026. This increase was addressed in the Fourth Brady Affidavit, with the revised lost interest amount claimed said to total $401,999.90.

7) Freezing orders being able to be made against Elianne and JKEK as third parties in any event. In this context it was submitted that the requirements of r 37A.05(5)(a) of the Rules were satisfied and, further, that even though r 37A.05(5)(b) was not engaged because ‘the Court’ in that rule means the Supreme Court of Victoria, such an order could be made pursuant to the inherent jurisdiction of the Court.[35]
[35]In this context reference was made to, among other things, the observations in paragraph 4.17 of Peter Biscoe, Freezing and Search Orders: Mareva and Anton Piller Orders (LexisNexis Butterworths, 3rd ed, 2023) and the cases there cited.

8) There was no basis for apportionment of amounts claimed against different Defendants when setting the amounts of freezing orders against the Defendants.

9) The need for an information disclosure order to be made against PLHR as it was being contemplated that a freezing order would be sought against it. In this context it was submitted that, to the extent that it was held in Deputy Commissioner of Taxation v Gashi (Gashi)[36] that an ancillary order needed to be linked to an existing freezing order, that observation was too narrow and not correct. Reference was also made to the decision in Caboche.[37]

10) As to the giving of security in support of the Plaintiffs’ damages undertakings, it was submitted that no security should be required to be given by the Plaintiffs.

[36][2010] VSC 120 (Bell J).

[37][2001] SASC 55 (Williams J).

Defendants’ Submissions

The Defendants relied upon their primary written submissions and their supplementary written submissions, which were supplemented, refined and clarified by oral submissions from counsel. Although it is not necessary to recite all of the detail of the written and oral submissions, it may be noted that the Defendants’ submissions included submissions to the effect referred to below.

When regard is had to the Defendants’ submissions, it is to be noted that, as things ultimately transpired at the Hearing, and for the limited purpose of the Application, the Defendants conceded and did not contest that the Plaintiffs had established a good arguable case in respect of each of the claims made against each of the Defendants, and the existence of the relevant risk of asset dissipation in respect of each of the Defendants.[38] The Defendants’ ultimate position was that it did not contest that freezing orders and information disclosure orders should be made against Jim, Elianne and JKEK, but that they did strongly contest the quantum sought by the Plaintiffs and the monetary limits the Plaintiffs proposed for living expenses and legal expenses. In addition, the Defendants contended that the Plaintiffs’ application for an information disclosure ancillary order against PLHR should be refused, and that the Plaintiffs should be required to give security for their respective damages undertakings.
[38]Concessions were also made in connection with Elianne and JKEK’s position as third parties and this is addressed later in these reasons.

By reference to the Plaintiffs’ and Defendants’ affidavit material, the Defendants addressed aspects of what was submitted to be relevant background in paragraphs 12 to 22 of their written submissions, to which I refer but will not recite. The Defendants’ first written submissions addressed the principles applicable to freezing and ancillary orders in a non-controversial way with reference to relevant authorities. Particular emphasis was placed upon, among other things: the need for appropriate undertakings to be provided by a party seeking a freezing order; ensuring that the assets covered by a freezing order do not exceed the likely maximum amount of the applicants’ claim, including interest and costs; and the desirability of requiring security to be provided to support an applicant’s usual undertaking as to damages.

The Defendants observed that the Plaintiffs had made three attempts before the close of pleadings to articulate the asserted and overlapping claims relied upon to obtain the freezing orders seeking a large quantum. The Defendants contested the quantum sought in the freezing orders and submitted that aspects of the pleaded claims against all Defendants were flawed in that the allegations as to quantum and causation of loss were too tenuous, not supported by sufficient cogent evidence, and not sufficiently likely to constitute the ultimate amount of the Plaintiffs’ claim if successful.[39]
[39]Referring in part to KTC v David (No 1) [2019] NSWSC 281, [24] (Kunc J).

The Defendants submitted that the Plaintiffs have ‘3 core complaints’ out of which they had sought to assert many causes of action. The core complaints were described as: (1) the ALSC Securities complaint; (2) the withdrawn monies and payment of wages/fees complaint; and (3) the buyers’ remorse complaint. These were all said to be overarched by the ‘sole director situation’, referring to Jim being the sole director of the ALSC Entities. It was also said that whilst the Plaintiffs’ pleadings painted a certain picture to support the quantum sought, there were four key omissions from their pleadings as follows:

1) that the sole director situation was at the Plaintiffs’ instigation;

2) that prior to the acquisition of a share in the ALSC Business the Plaintiffs were given the written financial statements of the relevant companies, including for FY2019, showing actual figures, and the Plaintiffs were not confined to relying only upon any verbal representations;

3) that access to information was always open to the Plaintiffs, and from December 2021 the Plaintiffs, and from approximately February 2022 the Plaintiffs’ external accountants Deloitte, had access to the Xero accounts of the companies and could monitor their business affairs, which they actively did, until the administrations commenced; and

In the circumstances of this case it also appeared to me that difficulties of the kind referred to by Barrett J in Westpac regarding the fixing of weekly or monthly monetary amounts for ordinary living expenses existed in this case, at least on the evidence as it currently stands. In part this was underscored by the Plaintiffs’ submission that there should be a combined $10,000 limit per week, which was submitted to be at the ‘upper end’, in circumstances where no reasoned basis was put forward for arriving at that amount. In addition, the Plaintiffs submitted that the Defendants’ evidence regarding living expenses was excessive, and unreliable in any event, because it reflected a limited period, also being a period where Jim and Elianne were setting up a new life in Dubai for themselves and their children. The evidence also revealed that many of the expenses referred to in the evidence could not be readily converted into a weekly amount for reasons similar to those expounded by Barrett J in Westpac. Although counsel for the Defendants proposed to hand up a table showing details of particular amounts awarded for ordinary living expenses in other cases, following a helpful exchange on the topic during the Hearing, that avenue was not pursued. In my view this was appropriate given that the question of ordinary living expenses in any given case must depend upon the particular facts and circumstances of that case, as reflected in the relevant evidence.

In all of the circumstances it is appropriate to allow a carve-out for ordinary living expenses without a monetary limit at this stage, but with a requirement to keep a record of those expenses.

With respect to the Plaintiffs’ suggested limit of $50,000 for the Defendants’ reasonable legal expenses, given the extent of the claims, the early stage of the proceeding, the manner in which the Application has been pursued, the number of claims made, the steps remaining, and the issues to be determined, in my view this amount was self-evidently materially deficient — whether viewed as an amount going forward from the time of the Application or more broadly. This submission and the submission regarding the allowance for living expenses raised the question of whether, in this limited context, the Plaintiffs were looking more to security for their claims rather than protection of the Court’s processes, although I have assumed in their favour that this was not so. The inadequacy of the legal expenses amount was also reinforced by the evidence of Ms Lam in the Fifth Lam Affidavit regarding the legal costs of $250,000 incurred as at that time, and Ms Lam’s $100,000 estimate of costs to get to a mediation in the not-too-distant future.

Again being conscious of observations in the authorities regarding the purpose of a freezing order, and having regard to the circumstances of this case at this point, and the appropriateness of the Defendants being able to legitimately utilise their resources to pay their reasonable legal expenses in respect of the defence of this proceeding, in my view justice requires a carve-out for reasonable legal expenses, with records to be kept, but without a monetary limit at this point.

As to the medical costs carve-out, there was evidence regarding some specific medical needs within Jim and Elianne’s family, and a carve-out was proposed, and then revised, so as to allow for such expenses to be paid direct to relevant medical practitioners or service providers, or to be paid by way of reimbursement. In the circumstances of this case, it was clear that an exception of this kind should be included, which junior counsel for the Plaintiffs responsibly confirmed was not opposed.

Although I had initially queried with counsel for the Defendants whether the standard carve-out in the Form 37AA order (in the Rules) for bona fide business expenses ought to be included in respect of Jim and Elianne given the absence of evidence regarding the existence of any business, upon reflection and contrary to the submissions of the Plaintiffs, I determined that it was just and fair that such an exception remained at this time. I so concluded being conscious of the object of freezing orders, the rights of people to use their resources for relevantly legitimate expenses, and the absence of any evidence to suggest that business expenses were in some way being used, or going to be used, in order to remove or dissipate assets so as to frustrate the processes of the Court or a prospective judgment being wholly or partially satisfied.

The other exceptions and carve-outs I included were orthodox and not opposed, and I say no more about them.

Information disclosure order against PLHR

Contrary to the submissions of the Defendants, it was in my view appropriate for an information disclosure order to be made against PLHR.

The principles applicable to the making of ancillary orders were not in dispute and the Defendants appropriately acknowledged that the making of an information disclosure ancillary order was not confined to circumstances where there was an existing freezing order. In any event so much is apparent from the authorities and the express terms of r 37A.03 of the Rules, which deals with ancillary orders. For example, r 37A.03(1) permits a court to make an order ancillary to a freezing order or prospective freezing order, as the court considers appropriate. It is further reinforced by r 37A.03(2) which, without limiting the generality of r 37A.03(1), provides that an ancillary order may be made for either or both of the purposes of (a) eliciting information relating to assets relevant to the freezing order or prospective freezing order; or (b) determining whether the freezing order should be made. So far as the authorities are concerned, I refer to observations in Cardile,[162] and also to the discussion of the principles relevant to ancillary orders in the previous section of these reasons.[163]
[162](1998) 198 CLR 380.
[163]And the cases there referred to.

In the present circumstances it has been determined that substantial freezing orders should be made against each of Jim, Elianne, and JKEK, and that the Plaintiffs are considering applying for a freezing order against PLHR, about which they know little, in circumstances where material claims are also made against PLHR. I also accept that the evidence shows that PLHR was one of the key corporate entities used by Jim, and through which Jim held his interest in most of the ALSC Entities, which are now in liquidation. The evidence regarding Jim determining what Elianne and JKEK do in relation to the management of Jim and Elianne’s affairs, and Jim’s control as 51% shareholder and sole director of PLHR, when considered also in the context of the freezing orders and information disclosure orders to be made against Jim, Elianne and JKEK, underscores the desirability of an information disclosure order being made against PLHR. I also note that, consistent with aspects of the authorities, the information is in part sought to enable the Plaintiffs to determine whether to seek a freezing order against PLHR in circumstances where its asset position is not known. I also note that it was not contended that disclosing information will impose an oppressive burden on PLHR or Jim.

Given the relationship between PLHR and Jim, the claims made against PLHR, the prospect of an application being made against PLHR, the other conclusions reached on this application, and Jim’s control over the entities including PLHR, I do not accept that the application can be described as fishing. In my view such an order is appropriate and the balance of convenience favours it.

Although the proposed orders proffered by the Plaintiffs in respect of the information disclosure order to be made against PLHR did not contain the undertakings referred to in Schedule A to the proposed draft freezing orders, in my view this approach was misplaced in the current circumstances. Having regard to the nature and purpose of an information disclosure order, and the intrusion that it necessarily entails, there is no reason why the relevant applicable undertakings ought not to be given to the Court in favour of PLHR, including an undertaking as to damages supported by security, which is what occurred.

Undertakings and security for damages undertakings

As previously mentioned, junior counsel for the Plaintiffs confirmed to the Court during the Hearing, and at the time my ruling was delivered on 10 July 2025, that he was instructed to give and did give on behalf of each of the Plaintiffs the various undertakings referred to in Schedule A to each of the freezing orders made, and the information disclosure order against PLHR. Having also ruled that, at this point, the Plaintiffs would be required to provide security for their damages undertakings in the sum of $1 million, it was agreed between the parties and accepted by the Court that this could be provided by way of a payment of $1 million into Court by Synochi by 17 July 2025, as security for each of the damages undertakings of the Plaintiffs in each of the orders.

It is of course apparent that I did not accept the Plaintiffs’ submissions that no security should be ordered. The evidence showed that there was no real property held by Synochi or RTL in Australia, and no material information regarding RTL’s asset position was brought forward by the Plaintiffs. The financial information regarding Synochi showed a net asset position of $10 in respect of the period ending 30 June 2024, being a time when the Synochi Loan was still outstanding.[164]
[164]Noting also that the amount of the Synochi Loan appeared to be inaccurately recorded in the financial statements, which was responsibly acknowledged by junior counsel.

Further, although the Plaintiffs’ contention that the Defendants were responsible for RTL’s loss of its assets in Australia (being RTL’s interest in the ALSC Entities) was taken into account and weighed in the balance, whether alone or together with any other circumstances, it was not relevantly persuasive. I note in this context that there appears to be a likely contest on many factual and other issues in the proceeding and that, although the good arguable case threshold was conceded,[165] on the evidence before me the Plaintiffs’ claims did not present at this stage as being strong claims given the many contested issues.
[165]And was sufficiently established in any event.

Whilst I accept that it is not always an easy task to determine the level of security to be provided in applications of this kind, in all the circumstances the amount of $1 million is appropriate at this point. There was evidence that Synochi was holding at least $1.3 million in the bank from the repaid Synochi Loan, and junior counsel for the Plaintiffs had indicated that if security was to be provided it would be provided through Synochi. The form of security became a payment into Court by Synochi of $1 million rather than a bank guarantee at Synochi’s request, which was understandably not opposed. Liberty to apply was reserved, noting also that the Defendants said that they may wish to take some further instructions on the topic.

Conclusion and Orders

As mentioned at the commencement of these reasons, when I gave my ruling on 10 July 2025 I determined that, subject to further order, and the Plaintiffs giving the relevant undertakings to the Court:

1) A freezing order and information disclosure order should be made against Jim.

2) A freezing order and information disclosure order should be made against Elianne.

3) A freezing order and information disclosure order should be made against JKEK.

4) An information disclosure ancillary order should be made against PLHR.

5) The Plaintiffs’ undertakings as to damages should be supported by security in the total sum of $1 million, or such other sum as is agreed between the parties.[166]

[166]Noting also that the Defendants accepted that separate freezing orders should be made against each of Jim, Elianne and JKEK, and not a combined order, although I would have made separate orders even if this had not been so.

After delivering my ruling on 10 July 2025 orders of the kind referred to above were made and authenticated that day. The exceptions included carve‑outs for ordinary living expenses[167] without a specified monetary limit, some medical expenses without a specified monetary limit, and reasonable legal expenses without a specified monetary limit. Jim, Elianne and JKEK were also each ordered to keep a record of amounts actually expended on specified expenses and to produce that record to the Court if and when a further order requiring such production is made. Liberty to apply was reserved.
[167]In the orders against Jim and Elianne.

Schedule of Parties

REFUSE TO LOSE PTY LTD (ACN 646 189 924) as trustee for the REFUSE TO LOSE TRUST

First Plaintiff

SYNOCHI PTY LTD (ACN 638 794 206) as trustee for the SYNOCHI TRUST

Second Plaintiff

JIM KOSTAKIS

First Defendant

ELIANNE MARY KOSTAKIS

Second Defendant

JKEK INVESTMENTS PTY LTD (ACN 613 230 676) as trustee for the J&E INVESTMENTS TRUST

Third Defendant

PREMIER LASER HAIR REMOVAL PTY LTD (ACN 107 928 370) as trustee for the PREMIER LASER DISCRETIONARY TRUST

Fourth Defendant

Annexure A – Corporate Diagram

Annexure B – Joint Chronology

Date	Event	Reference
Approx early 2000s	Defendants say Jim commences the ALSC Business	[18] Fourth Lam Affidavit
Over the life of the ALSC Business	Defendants say Elianne worked part-time in the ALSC Business over the years, including at the Brighton and Moonee Ponds clinic. Luke and Areti (Peter’s wife) would attend the Moonee Ponds clinic and see Elianne working.	[19] Fourth Lam Affidavit
January 2017	Defendants say Jim, Elianne, Peter and Areti meet on holidays on the Gold Coast	[16] Fourth Lam Affidavit
6 June 2020	Jim Kostakis (Jim) becomes sole registered proprietor of the marital home of Jim and Elianne Kostakis (Elianne) at 30 Moffat Street, Brighton, having purchased it for $4.65m.	[11A] FASOC
During the COVID-19 pandemic	The defendants say that times were tough for the ALSC Business during the COVID-19 pandemic and that Jim made this known to Peter from time to time.	[21] Fourth Lam Affidavit
March – November 2020	Defendants say the ALSC Business was shut down due to COVID-19	[51] Fourth Lam Affidavit p1 of PA-1
From November 2020	The defendants say Peter expressed to Jim an interest to acquire 50% of the ALSC Business	[22] Fourth Lam Affidavit
April 2021	The defendants say Jim, Elianne, Peter and Areti meet at Elwood Bathers at 15 Elwood Foreshore, Elwood VIC 3184. At this meeting, Peter remained interested in acquiring part of the ALSC Business, and represented to Jim, inter alia, that upon his acquisition of part of the ALSC Business, nothing would change in the manner in which Jim operated the business and that Jim could continue to run the business as he always had. Peter said that he would work behind the scenes in the ALSC Business and also act as a personal advisor to Jim.	[23] Fourth Lam Affidavit
26 April 2021	Jim sends Peter and Luke: 1. Profit and loss statement for 1 February 2021 to 28 February 2021 for the trustee for the ACLC Unit Trust. 2. Profit and loss statement for 1 March 2021 to 31 March 2021 for the trustee for the ACLC Unit Trust. 3. Profit and loss statement for July 2019 to 31 January 2020 for the trustee for the ACLC Unit Trust 4. Profit and loss statement for July 2019 to 31 December 2019 for the trustee for the ACLC Unit Trust. 5. Profit and loss statement for July 2019 to 31 January 2020 for ALSC Admin. 6. Profit and loss statement for July 2019 to 30 April 2020 for the ALSC Australia Trust. 7. Profit and loss statement for March 2020 to 30 June 2020 for the ALSC Australia Trust. 8. ALSC- branded ‘Opportunity Overview Document’ prepared by Nash Advisory in November 2019, a document headed “Franchising Opportunities” and a document headed “Disclosure Document for Franchisee or Prospective Franchisee” dated 12 December 2018. 9. Corporate structure charts for the ALSC Business 10. An Excel document containing three profit and loss reports for the month ended 30 June 2019 for ALSC Admin, ACLC as trustee for the ACLC Unit Trust (“ALSC Moonee Ponds”) and ALSC Australia Pty Ltd as trustee for the ALSC Trust (“ALSC Trust”).	[46], [47], [48], [49], [50], [51], [52], [53] Fourth Lam Affidavit 1 – p92-93 of CL-4 2 – p94-96 of CL-4 3 –p97-100 of CL-4 4 - p101-103 CL-4 5 – p104-106 CL-4 6 – p107-109 CL-4 7 – p110-111 CL-4 8 – p1-57 of PA-1 9 – p58-62 of PA-1 10 –p63-67 of PA-1
26 April 2021	Jim sends Peter and Luke an email: “I have sent some info which I had handy on email. Can you advise what other information you would like? Luke if you feel it’s easier, please call on my mobile…” Peter sends Jim an email: “Thanks Jim, I would like to go through the P/L’s tomorrow afternoon… let’s get together and go through them. I just want you to clarify the title of the designation of income streams (which I think I have worked out) and marry up the year to date profitability…”.	[54]-[55] Fourth Lam Affidavit
27 April 2021 – before the meeting	Jim sends Peter and Luke: 1. Profit and loss statements, balance sheets and tax returns for the year ending 30 June 2019 for ALSC Admin and ACLC as trustee for the ACLC Unit Trust. 2. Profit and loss statements, balance sheets / tax returns for the year ending 30 June 2019 for the Premier Laser Discretionary Trusts, the ALSC Trust, the Skin Academy Unit Trust, Inject Academy, Jim K Investments Pty Ltd and JK Realestate Pty Ltd	[57]-[58] FASOC
27 April 2021	Plaintiffs say Jim and Peter Arvanitis (Peter) meet at Peter’s residence at 34 Irving Road, Toorak, where they discuss the historical and future earnings of ALSC Admin and ACLC.	[11A] FASOC
Defendants say Jim and Peter met at Peter’s residence at 34 Irving Road, Toorak, to discuss RTL’s proposed acquisition of 50% of the ALSC Business.	[45] Fourth Lam Affidavit
Defendants say, at this meeting, Peter tells Jim that he does not want to be a director as a result of adverse publicity with respect to his aged care businesses.	[71] Fourth Lam Affidavit
15 May 2021	Plaintiffs say Jim and Peter meet at Jim’s residence to further discuss the earnings of ALSC Admin and ACLC.	[11A] FASOC
Defendants say Jim does not recall such a meeting taking place on 15 May 2021.	[62] Fourth Lam Affidavit
16 July 2021	Jim sends Luke “as requested” the balance sheet for the Trustee for the ACLC Unit Trust as at 30 June 2020 and 31 December 2020, the balance sheet for ALSC Admin at 30 June 2020 and 31 December 2020, and the balance sheet for the ALSC Australia Trust as at 30 June 2021.	[65] Fourth Lam Affidavit p112-117 of CL-4
19 July 2021 – to 21 May 2025	ALSC Australasia Pty Ltd (ACN 652 087 708) (ALSC Australasia) engaged in the business of providing skin care laser therapy and related therapies in the Melbourne metropolitan area under the name ‘Australian Laser & Skin Clinics’.	[10] and [61A] FASOC
19 July 2021	ALSC Australasia is registered whereby: · Refuse to Lose Pty Ltd (ACN 646 189 924) (RTL) was the legal and beneficial holder of 50% shares. · Premier Laser Hair Removal Pty Ltd (ACN 107 928 37) (PLHR) was the legal and beneficial holder of the 50% shares.	[9] FASOC
28 July 2021	RTL and PLHR entered into: 1. Agreement for Sale of Shares 2. Deed of Sale of Shares and Units 3. Shareholder Agreement 4. Sale of Business Agreement	[11C] FASOC
30 July 2021	RTL paid the following amounts totalling $3.25 million to purchase a 50% interest in ALSC Admin, ACLC as trustee of the ACLC Unit Trust and the Franchising Business: 1. ALSC Admin - $1,300,000 to PLHR to acquire 50% of the shares of ALSC Admin;	[11D] FASOC
2. ACLC and the ACLC Unit Trust - $850,000 to PLHR to acquire 50% of the units of the ACLC Unit Trust and 50% of the shares of ACLC; and 3. Franchising Business - $1.1 million ($1.21 million net of a GST refund) to ALSC Australia Pty Ltd on behalf of ALSC Australasia, as payment of half of the purchase price of $2.2 million plus GST for the Franchising with the balance being advanced by PLHR on behalf of ALSC Australasia, and the advances being treated as loans by RTL and PLHR respectively in the books of ALSC Australasia.
15 October 2021	Jim settles the sale of 30 Moffat Street for $6.56m. Elianne becomes the sole registered proprietor of their marital home at 14 Edro Avenue, Brighton East, purchased for $5.5m.	[19B] FASOC
18 October 2021	Plaintiffs say Jim caused ACLC as trustee of the ACLC Unit Trust to borrow $180,000 from the National Australia Bank by way of a ‘Market Rate Facility’ account (ACLC MRF Account) (October ACLC NAB Loan), and transferred: 1. $177,930 to an undisclosed account for purposes described in the relevant bank statement as ‘Funds Required for Settlement’; and 2. $2,070 to a different ACLC bank account with the NAB, being BSB 083- 376 Account number 25-229-2687 (the ACLC 2687 Account), for purposes described in the relevant bank statement as ‘For Fees and Charges’.	[19C] FASOC
19 October 2021 – 31 October 2022	Plaintiffs say Jim caused the following payments to be made relating to the October ACLC NAB Loan and the ACLC MRF Account used to obtain that loan, namely: 1. loan repayments totalling $6,000, by payments of $3,000 on 16 November 2021 and on 16 December 2021, made by ACLC from an ACLC account identified in the bank statement for the ACLC MRF Account as ‘The Australi’; 2. interest payments totalling $1,340.76 made from the ACLC 2687 Account; 3. service fees totalling $900 made from the ACLC 2687 Account; and 4. a loan repayment of $174,000 on 21 December 2021 from a source identified in the relevant bank statement as ‘J Kostakis’.	[19D] FASOC
November 2021 or December 2021	Defendants say Peter tells Jim that he does not want his son, Stephen Arvanitis, to be appointed as director of the ALSC Entities.	[72] Fourth Lam Affidavit
25 November 2021	Luke tells Jim in an email that: “As discussed there isn’t requirement [sic] for Stephen to be a Director of the entities and would provide greater privacy if someone does a company search on the entities, Refuse to Lose would appear as a shareholder”.	[77] Fourth Lam Affidavit p121 of CL-4
Early December 2021	RTL enters into revised versions of Agreement for the Sale of Shares and Deed of Sale of Shares and Units.	[11E] FASOC
1 December 2021	RTL becomes 50% shareholder of ALSC Australasia, ALSC Admin and ACLC RTL becomes unitholder of the ACLC Unit Trust	[18B] FASOC
Plaintiffs say that a meeting takes place between Jim, Luke Brady (Luke) and Peter. Jim tells Peter and Luke that there was no need for RTL to appoint a second director to the Board of any of the companies in the ALSC Group, and that Jim would continue act as sole director of those companies.	[15] FASOC
Defendants say that Jim attended a meeting with Luke and Mr Diamataris of HD + Co, the accountants for the ALSC Entities on 1 December 2021. Peter did not attend because he was living in Greece at the time. At the meeting, Luke told Jim that he had spoken to Peter and confirmed there was no need for RTL to appoint a director to ALSC Australasia or any of the ALSC Entities.	[81] Fourth Lam Affidavit
Defendants say that on about the same day, Peter confirmed to Jim in a phone call words to the effect of: “with all that’s going on with aged care and the media, I think it’s best we don’t put Stephen on as a director. We don’t want negative publicity on your business and the brand. Keep it a secret from everyone; your family, even our friends and the franchise owners”.	[80] Fourth Lam Affidavit
December 2021	RTL entered into revised versions of the written agreements which adjusted the price paid by RTL for its respective interests in ALSC Admin, and in ACLC as trustee for the ACLC Unit Trust, to be as follows: 1. as to ALSC Admin - $10,000 rather than $1.3 million; and 2. as to ACLC and the ACLC Unit Trust - $2.14 million rather than $850,000	[11E.A] FASOC
PLHR transferred to RTL, 50% of the shares of each of ALSC Australasia and ALSC Admin, and 50% of the units of the ACLC Unit Trust, and Jim transferred to RTL, 50% of the shares of ACLC	[11E.B] FASOC
15 December 2021	Luke is given access to Xero for ALSC Australasia, ALSC Admin and ACLC.	[26] Fourth Lam Affidavit p499-500 of LB-1
December 2021 – April 2025	Defendants say Luke would regularly email or call Jim to discuss matters with respect to the ALSC Business such as invoices, outstanding accounts, profit and loss reports, queries with respect to financial matters of interest and would advise what payments should be made and to where.	[31] Fourth Lam Affidavit Example comms – [32]-[43] Fourth Lam Affidavit, and exhibits
11 February 2022	Defendants say Luke requests that Braydn Mileto of Deloitte, the accountants for Arvanitis, to have access to the Xero for ‘all ALSC entities’.	[27] Fourth Lam Affidavit
29 April 2022	ALSC Mornington was incorporated, with Jim as sole director, and each of RTL and PLHR as a 50% shareholder	[11M] FASOC
May 2022	ALSC Mornington entered a written contract to purchase the ALSC franchisee clinic operating at 226 Main Street, Mornington from the franchisee, MJ Wright Aesthetics Pty Ltd, for a price of $80,000, which purchase settled in early August 2022 with each of RTL and PLHR contributing half the purchase price.	[11N] FASOC
6 May 2022	Luke sends an email to Mr Diamataris of HD+Co, the accountants for the ALSC Entities, telling him to: “please hold off any ASIC changes for Stephen Arvanitis”.	[91] Fourth Lam Affidavit p128 of CL-4
June 2022-onwards	Plaintiffs say that Jim as sole director of ALSC Australasia, ACLC, and ALSC Mornington respectively, caused them to transfer to Jim, Elianne and/or JKEK, monies from the ‘tax’ bank accounts of those ALSC Entities in amounts totalling at least $126,500, comprising transfers from: 1. ALSC Australasia totalling at least $75,000; 2. ACLC totalling at least $17,000; and 3. ALSC Mornington totalling at least $34,500.	[19F] FASOC
Defendants say and sample emails show that Jim would liaise with the ALSC Entities bookkeeper Ms De Pace about ensuring that borrowings of his from or transfers between any of the ALSC Entities were recorded correctly, including reimbursements of loans to ‘tax’ accounts.	[93]-[95] Fourth Lam Affidavit p131-132 of CL-4
17 November 2022	Luke sends email to Sera De Pace, bookkeeper for the ALSC Business, requesting that Tom Wallace of Deloitte have access to the Xero for ‘all ALSC entities’.	[28] Fourth Lam Affidavit p65 of CL-4
24 November 2022	Plaintiffs say Jim caused ACLC as trustee of the ACLC Unit Trust to borrow $141,000 from the NAB via the ACLC MRF Account and transferred $141,000 to an account of JKEK (November NAB Loan).	[19G] FASOC
30 November 2022 to 4 April 2023	Plaintiffs say Jim caused the following payments to be made relating to the November NAB Loan and the ACLC MRF Account used to obtain that loan, namely: 1. loan repayments totalling $9,000, made from the ACLC 2687 Account; 2. interest payments totalling $2,614.19 made from the ACLC 2687 Account; 3. service fees totalling $450 made from the ACLC 2687 Account; and 4. a loan repayment of $132,000 on 24 February 2023 from a source identified in the relevant bank statement as ‘J Kostakis’.	[19H] FASOC
24 February 2023	Elianne settles the sale of 14 Edro Avenue for $5.85m. Elianne becomes the sole registered proprietor of the marital home at 30 Were Street, Brighton (Brighton Property), purchased for $4.44m.	[19] FASOC
May 2023 onwards	Jim on behalf of himself and Elianne requested that the Arvanitis Family Entities advance loans to them to assist them (in addition to NAB loan) to complete the construction of a new house on Elianne’s Brighton Property for the purposes of sale. Synochi Pty Ltd (ACN 638 794 206) (Synochi) advanced loans totalling $1.3 million to JKEK as trustee for the J&E Investments Trust, pursuant to the Synochi Loan Deed and the Synochi Loan Variation Deed.	[20A] FASOC
July 2023 approx	Defendants say that Deloitte, the accountants for the Arvanitis companies, which already had access to the ALSC Entities’ Xero accounts (Braydn Mileto of Deloitte from February 2022, Tom Wallace of Deloitte from November 2022), became the ALSC Entities’ external accountant with continued Xero access	[27]-[29] and [153] Fourth Lam Affidavit
17 July 2023-1 December 2024	Plaintiffs say Jim caused ACLC as trustee of the ACLC Unit Trust to pay amounts totalling $85,384.53 to Elianne as ‘salary’, and Elianne accepted the receipt of those amounts.	[19J] FASOC
August 2023 - onwards	Plaintiffs say Jim used an American Express credit card in the name of ALSC Admin (the *ALSC Admin Credit Card*), and caused ALSC Admin to incur costs in terms of repayments and interest of at least $75,500.	[19K] FASOC
28 November 2023	JKEK in its own capacity and as trustee for the J&E Investments Trust as borrower, Synochi as lender, and Elianne and Jim as guarantors, executed a loan deed (the Synochi Loan Deed) pursuant to which, inter alia, Synochi agreed to advance $1.0 million to JKEK as borrower (the Synochi Loan), each of Jim and Elianne guaranteed JKEK’s obligations as borrower, and Elianne granted a mortgage to Synochi over the Brighton Property (the Synochi Mortgage).	[20] FASOC
Synochi registered the Synochi Mortgage	[22A] FASOC
30 November 2023	Synochi advanced a further $500,000 to JKEK, being the Second Advance under the Synochi Loan Deed.	[22B] FASOC
December 2023 – January 2024 (3 weeks)	Defendants say Jim and Elianne and their family stayed in Dubai to experience life there and consider a permanent move. They inspected properties and the children attended school interviews	[178] Fourth Lam Affidavit
February 2024	Defendants say that Kostakis children registered in GEMS World Academy – Dubai for enrolment from January 2025	[179] Fourth Lam Affidavit p640-641 of CL-4
February 2024 - onwards	Plaintiffs say Jim caused ALSC Admin to apply to American Express for and obtain a business loan in the amount of $82,000 (the ALSC Admin Business Loan) and thereby caused ALSC Admin to incur liabilities totalling at least $92,789.39.	[19L] FASOC
1 July 2024	Synochi advanced $120,000 to JKEK, being the Fifth Advance, by transferring it (at the direction of JKEK, Elianne and Jim) into an account in Jim’s name.	[25] FASOC
2 July 2024	The parties to the Synochi Loan Deed executed a further deed (the Synochi Loan Variation Deed) pursuant to which it was agreed that, inter alia, Synochi would advance an additional $300,000 to JKEK beyond the amounts referred to in the Synochi Loan Deed, that Jim and Elianne would continue to guarantee JKEK’s obligations, and that the Synochi Loan would be repaid on 31 December 2024.	[23] FASOC
August 2024	Discussions had between Jim, Luke and Peter about Chantalle Harakka (Chantalle) purchasing the franchise businesses of the ALSC clinics operating in Ringwood and Reservoir respectively from the then-franchisees, and that Chantalle would operate those clinics on a daily basis.	[19M] FASOC
22 August 2024	Defendants say that on this date, Jim, Peter and Luke discussed the prospect of RTL and PLHR purchasing the Ringwood and Reservoir clinics. This did not proceed because Peter told Jim that he [Peter] decided that he was not going to put any more money in the ALSC Business.	[97]-[98] Fourth Lam Affidavit
Jim sent a WhatsApp message to Luke and Peter at about 8.10pm stating: “Hi Guys, As discussed with Luke. Chantalle will be taking on the 2 clinics as she has some $$ saved and always wanted to own a clinic. She will do well running them. Also got a good secure 2 locations with no headache. Thanks.”	[19M.C.1] FASOC [103] Fourth Lam Affidavit p616 of LB-1
26 August 2024	New Ringwood Franchisee and the New Reservoir Franchisee were incorporated with both Jim and Chantalle as directors.	[19M.C.1] FASOC
10 September 2024	Elianne enters into contract to sell the Brighton Property (the Brighton Contract of Sale) for $10.25m.	[26] FASOC
10 September 2024 – 28 November 2024	Defendants say Peter places pressure on Jim to repay Synochi Loan as soon as possible.	[127]-[129] Fourth Lam Affidavit
18 September 2024 – early December 2024	Plaintiffs say that Jim operated the Ringwood and Reservoir clinics through the New Ringwood Franchisee and New Reservoir Franchisee.	[19M.C.1.1] FASOC
Defendants say that Chantalle ran and operated the Reservoir and Ringwood clinic. Jim would assist his step-daughter Chantalle from time to time ad hoc with managing and running these businesses. He became a director of her companies for each clinic for an initial period to assist her to obtain a lease without a background experience in running the ALSC Business, which negotiations were proving difficult. He resigned as director once the leases were executed in November 2024.	[107]-[110] Fourth Lam Affidavit
2 October 2024	Plaintiffs say meeting is held between Jim and Luke Brady on behalf of the Arvanitis Group Entities at the Botanical Café at Level 1, 32 Jackson St, Toorak where discussions were had about Jim and Elianne being in the process of sourcing a loan from NAB to obtain the funds required to pay out the Synochi Loan and discharge the Synochi Mortgage.	[27] FASOC
21 October 2024 – April 2025	Plaintiffs say Jim as sole director of ALSC Australasia caused the entity to make payments to Jim and/or to JKEK as trustee for the J&E Investments Trust for ‘consultancy fees’ totalling at least $34,615.38	[190] FASOC
Defendants say that in October 2024 Jim told Luke that Jim was going to change his employment with ALSC Australasia from an employee to contractor, and that he would be paid consulting fees. Jim did this in an effort to reduce operating costs, by not incurring super contributions, PAYG instalments and WorkCover insurance.	[118]-[119] Fourth Lam Affidavit
8 November 2024	Each of Jim and Elianne consents to lending application in respect of NAB loan to JKEK.	Emails dated 8 November 2024
Email lists the following as borrower or guarantor: • JKEK INVESTMENTS PTY LTD ATF THE J & E INVESTMENT TRUST • ELIANNE MARY KOSTAKIS • JIM KOSTAKIS
11 November 2024	NAB provides business lending proposal to Jim and Elianne, for loan to be made to JKEK, with mortgage over 67 Were Street, security interests to be granted by each of JKEK, ALSC Australasia, ACLC as trustee of the ACLC Unit Trust and ALSC Mornington; and guarantees to be granted by each of Jim, Elianne, ALSC Australasia, ACLC as trustee of the ACLC Unit Trust and ALSC Mornington.	Business lending proposal dated 11 November 2024
14 November 2024	Each of Jim and Elianne consents to proceeding with lending application in respect of NAB loan to JKEK. Email lists the following as borrower or guarantor: • JIM KOSTAKIS • ELIANNE MARY KOSTAKIS • JKEK INVESTMENTS PTY LTD ATF THE J & E INVESTMENT TRUST • ALSC AUSTRALASIA PTY LTD • ALSC MORNINGTON PTY LTD • AUSTRALIAN COSMETIC & LASER CLINIC PTY LTD ATFT AUSTRALIAN COSMETIC & LASER CLINIC UNIT TRUST	Emails dated 11 November 2024
18 November 2024	Plaintiffs say meeting takes place with Jim, Luke, Peter about the Ringwood and Reservoir ALSC clinics landlord not consenting to the assignment of the relevant leases to the New Ringwood Franchisee or the New Reservoir Franchisee, and that as a result those entities could not begin operating the respective clinics until late November 2024.	[19N.B] FASOC
Defendants say that Jim and Chantalle were facing difficulties with negotiating the terms of the lease for the Ringwood clinic. The leases were executed in November 2024. In the interim, the lease with the previous franchisee entity remained on foot and so the pre-paid services were being offered in the existing Ringwood clinic.	[108]-[109] Fourth Lam Affidavit
27 November 2024	Jim as sole director of each of ALSC Australasia, ACLC as trustee of the ACLC Unit Trust and ALSC Mornington (each an ALSC Security Entity) and together the ALSC Security Entities), caused each ALSC Security Entity to provide a security interest to the NAB over all of that ALSC Security Entity’s assets as security for the loan which security interests were registered by the NAB on the Personal Property Securities Register on 27 November 2024 (each an ALSC Security Interest, and together the ALSC Security Interests). Elianne as sole director of JKEK caused JKEK as trustee for the J&E Investments Trust to apply for and obtain a loan from NAB (the JKEK Loan). Jim and Elianne grant guarantees of the JKEK loan in favour of NAB. Each ALSC Security Interest was registered by NAB.	[28] FASOC
28 November 2024	Synochi Loan repaid in full. Synochi: 1. accepted payment from NAB on behalf of JKEK of the amount required to pay out the Synochi Loan, being $1,402,816.45; and 2. discharged the Synochi Mortgage over the Brighton Property	[30] FASOC
Early December 2024	Jim, Elianne and their 2 children move to Dubai.
3 December 2024	Meeting occurs with Jim, Luke, Peter about the ALSC Security Entities and security for the loan obtained.	[19N.B] FASOC
3 December 2024	Plaintiffs say that following requests from Luke that Jim acknowledge his obligation to repay the ALSC Entities moneys which he had previously drawn from those companies, Jim signs Loan Agreement which refers to $284,500 loan advanced to him on 1 July 2023.	No Security Loan Agreement dated 18 November 2024 [161] First Brady Affidavit
Defendants note Jim was already repaying the loan account.	Eg [19D] and [19H] FASOC
Defendants say that on or about 3 December 2024, at Luke’s request, Jim signed a loan agreement in the amount of $284,500. The agreement states that the amount of the loan is $284,500 but does not identify how that amount has been constituted.	[148] and [151] Fourth Lam Affidavit p324-330 of CL-4
31 December 2024	Date that Synochi Loan was to have been fully repaid in accordance with Synochi Loan Variation Deed, were it not for its early repayment.	[23], [24C] FASOC
Early 2025	Defendants say the ALSC Business is in financial stress	[154]-[155] Fourth Lam Affidavit
Defendants say Peter had already said in August 2024 that he was not prepared to invest any more money in the business	[99] Fourth Lam Affidavit
March 2025	Defendants say Jim makes a quarterly visit to Australia visiting multiple ALSC clinics and meeting with management	[156] Fourth Lam Affidavit
5 March 2025	Defendants say Jim seeks advice about the ALSC Entities and makes an appointment with an insolvency specialist	[158] Fourth Lam Affidavit
11 March 2025	Jim and Peter exchange text messages about a meeting that day. Jim proposes it be by zoom or a phone call. Peter says it must be face to face. The meeting does not go ahead	[159]-[169] Fourth Lam Affidavit p331-332 of CL-4 p233 of PA-1
11 March 2025	Defendants say Jim meets with insolvency specialist Richard Rohrt of Kennedy Rya Advisory	[170] Fourth Lam Affidavit
27 March 2025	Plaintiffs say NAB representative informs Luke Brady that the ALSC Security Interests had been granted to NAB as security for a loan advanced to Jim and Elianne’s personal trust.

4 April 2025	Plaintiffs say Jim placed each of the ALSC Entities into administration, without informing RTL.	[10], [19P] FASOC
Defendants say Jim placed each of the ALSC Entities into administration after discussions with Mr Diamataris in March 2025 and Richard Rohrt of Kennedy Ryan Advisory.	[158] and [170] Lam Affidavit
7 April 2025	Plaintiffs say that RTL’s user ID for NAB Connect was revoked by “the administrator” which Luke infers was Jim Defendants say, and Administrator’s office confirms, that that’s wrong. The Administrator wrote to banks following his appointment freezing debits from company accounts, and that online banking access was likely removed from users by the bank following receipt of this correspondence.	Particulars to [19F] FASOC [101] First Brady Affidavit [172]-[174] fourth Lam Affidavit p333-334 of CL-4
15 April 2025	The solicitors for Jim and PLHR sent a letter to the Plaintiffs’ solicitors which stated, inter alia, that the ALSC Security Interests would not be released until the settlement of the sale of the Brighton Property, and that Jim and PLHR refused to provide to the Plaintiffs the documents relating to the JKEK Loan. The defendants say that they complied with their obligation under s 26 of the Civil Procedure Act 2010 (Vic) to disclose the existence of critical documents	[31] FASOC
13 May 2025	Administrator’s reports for each of ALSC Admin, ALSC Australasia, ALSC Mornington and ACLC are issued.	[175]-[176] Fourth Lam Affidavit ACLC - p335-410 of CL-4 ALSC Admin – p411-486 of CL-4 ALSC Aust p487- 564 of CL-4 ALSC Morn p565- 639 of CL-4
21 May 2025	The creditors of each ALSC Entity voted to place those entities in liquidation.	[61A] FASOC
Late June 2025	In principle agreement between vendor and purchaser to defer settlement of Brighton Property by 12 months	Third Lam Affidavit
10 July 2025	Settlement of Brighton Property was due to occur.	[26C] FASOC

REFUSE TO LOSE PTY LTD (ACN 646 189 924) as trustee for the REFUSE TO LOSE TRUST	First Plaintiff
SYNOCHI PTY LTD (ACN 638 794 206) as trustee for the SYNOCHI TRUST	Second Plaintiff
JIM KOSTAKIS	First Defendant
ELIANNE MARY KOSTAKIS	Second Defendant
JKEK INVESTMENTS PTY LTD (ACN 613 230 676) as trustee for the J&E INVESTMENTS TRUST	Third Defendant
PREMIER LASER HAIR REMOVAL PTY LTD (ACN 107 928 370) as trustee for the PREMIER LASER DISCRETIONARY TRUST	Fourth Defendant