Self Care Corporation Pty Ltd v Green Forest International Pty Ltd (No 17)
[2025] FedCFamC2G 1426
•5 September 2025
FEDERAL CIRCUIT AND FAMILY COURT OF AUSTRALIA
(DIVISION 2)
Self Care Corporation Pty Ltd v Green Forest International Pty Ltd (No 17) [2025] FedCFamC2G 1426
File number(s): SYG 2771 of 2019 Judgment of: JUDGE CAMERON Date of judgment: 5 September 2025 Catchwords: CORPORATIONS – Corporate party placed in liquidation – whether s.500(2) of the Corporations Act 2001 (Cth) imposed stay preventing court from delivering reserved judgment.
COURTS AND TRIBUNALS – Associated jurisdiction – nature of Federal Circuit and Family Court of Australia (Division 2)’s associated jurisdiction over matters arising under the Corporations Act 2001 (Cth) – jurisdictional restriction imposed by s.58AA of the Corporations Act 2001 (Cth).
STATUTORY INTERPRETATION – generalia specialibus non derogant.
Legislation: Corporations Act 1989 (Cth)
Corporations Bill 1988 (Cth)
Corporations Act 2001 (Cth) ss. 58AA, 500, 444E, 471B, 1337B, 1337C, 1337E
Corporations Legislation Amendment Act 1994 (Cth)
Corporations Legislation Amendment Bill 1994 (Cth)
Family Provision Act 1982 (NSW) ss. 6, 31
Federal Circuit and Family Court of Australia Act 2021 (Cth) s. 134
Cases cited: Donnola v Silverleaf Constructions Co Pty Ltd (No 2) [2024] FedCFamC2G 577
Firebird Global Master Fund II Ltd v Republic of Nauru (2015) 258 CLR 31
In the Marriage of Smith (1986) 161 CLR 217
In the matter of Douglas Webber Events Pty Ltd (ACN 160 966 914) (2014) 291 FLR 173
Keldote Pty Ltd v Riteway Transport Pty Ltd (2010) IR 195
Macmartin v Bunnings Group Ltd [2025] FedCFamC2G 832
Maybury v Plowman (1913) 16 CLR 468
Ogawa v Federal Magistrate Phipps (2006) 151 FCR 311
Patrick Stevedores Operations v Maritime Union of Australia (1998) 195 CLR 1
Re Hot Frog Pty Ltd (No 2) (2022) 366 FLR 274
Roy Morgan Research Centre Pty Ltd v Commissioner of State Revenue (Vic) (2001) 207 CLR 72
Division: General Number of paragraphs: 18 Date of hearing: 11, 18 August 2025 Place: Sydney Counsel for the Applicants: Mr C D McMeniman Solicitor for the Applicants: Gilbert + Tobin Solicitor for the First, Second, Fifteenth and Seventeenth Respondents: Excused Solicitor for the Sixth Respondent: Excused Solicitor for the Ninth and Fourteenth Respondents: Excused Solicitor for the Sixteenth Respondent: Excused ORDERS
SYG 2771 of 2019 FEDERAL CIRCUIT AND FAMILY COURT OF AUSTRALIA (DIVISION 2)
BETWEEN: SELF CARE CORPORATION PTY LTD
First Applicant
SELF CARE IP HOLDINGS PTY LTD
Second Applicant
AND: GREEN FOREST INTERNATIONAL PTY LTD
First Respondent
YAOAN (ERIC) CHEN
Second Respondent
YILIN TRADING PTY LTD (and others named in the Schedule)
Third Respondent
ORDER MADE BY:
JUDGE CAMERON
DATE OF ORDER:
5 SEPTEMBER 2025
THE COURT ORDERS THAT:
1.The applicant’s oral application for leave under s.500 of the Corporations Act 2001 (Cth) in respect of the sixteenth respondent be dismissed.
Note: The form of the order is subject to the entry in the Court’s records.
Note: The Court may vary or set aside a judgment or order to remedy minor typographical or grammatical errors (r 24.04(g) Federal Circuit and Family Court of Australia (Division 2) (General Federal Law) Rules 2025 (Cth)), or to record a variation to the order pursuant to r 24.04 Federal Circuit and Family Court of Australia (Division 2) (General Federal Law) Rules 2025 (Cth).
REASONS FOR JUDGMENT
JUDGE CAMERON
INTRODUCTION
Final judgment is presently reserved in this matter and on 24 July 2025 the Court was advised that the sixteenth respondent, Australian Vitamin Plus Pty Ltd (AVP), had been placed in liquidation on 21 July 2025. According to ASIC documents provided to the Court by the office of the Liquidator, Ms Sijabat, it is a voluntary winding up. The matter has come once more before the Court because s.500 of the Corporations Act 2001 (Cth) provides in relation to such liquidations:
500 Execution and civil proceedings
…
(2)After the passing of the resolution for voluntary winding up, no action or other civil proceeding is to be proceeded with or commenced against the company except by leave of the Court and subject to such terms as the Court imposes.
The Liquidator has written to the Court implying that s.500 imposes a stay on this proceeding of which the only remaining steps are delivery of the reserved judgment and any matter arising out of that.The applicant, Self Care, has argued against there being a stay and has also made an oral application to the Court for leave to continue the proceeding as against the sixteenth respondent. Two issues arise in the circumstances. The first is whether the Court is prevented from completing its task absent a grant of leave to proceed under s.500. The second question is whether this Court, namely the Federal Circuit and Family Court of Australia (Division 2), has jurisdiction itself to grant such leave, if necessary.
STAY OF PROCEEDINGS
The full terms of s.500 are:
500 Execution and civil proceedings
(1) Any attachment, sequestration, distress or execution put in force against the property of the company after the passing of the resolution for voluntary winding up is void.
(2) After the passing of the resolution for voluntary winding up, no action or other civil proceeding is to be proceeded with or commenced against the company except by leave of the Court and subject to such terms as the Court imposes.
(3).The Court may require any contributory, trustee, receiver, banker, agent, officer or employee of the company to pay, deliver, convey, surrender or transfer forthwith or within such time as the Court directs to the liquidator any money, property of the company or books in his, her or its hands to which the company is prima facie entitled.
Because it is in the passive voice, s.500(2) might be read as not being exclusively addressed to parties or potential parties to the litigation, as ss.444E and 471B of the Corporations Act are, but as being more universal in reach and extending the bar on taking steps in a proceeding to a court’s delivery of a reserved judgment. Although arguable, such an interpretation would appear to be anomalous in the general context of the Corporations Act and inconsistent in particular with s.500(1), and that part of s.500(2) that concerns the commencement of litigation and refers fairly clearly to litigants rather than to the courts that may entertain their litigation. Such a bar would also not appear to be of any practical benefit in cases such as the present, given that the active part of the litigation has run its course and the substantive issues to which a court would have regard when considering whether to grant leave to proceed against a company in liquidation have been rendered otiose. Neither would it be appropriate for a court without supervisory jurisdiction over this Court, as a State or Territory Supreme Court would be, to decide whether this Court should pronounce a judgment in a matter that had been fully heard.
Further, an interpretation of s.500 which sees it directed at litigants would appear to conform to the drafter’s intentions. Section 500 of the Corporations Act as it stands today remains similar to the form in which it was originally enacted in the Corporations Act 1989 (Cth). The Explanatory Memorandum to the Corporations Bill 1988 (Cth) relevantly stated:
Cl.500 Execution and Civil Proceedings
…
1646. After the commencement of the creditors' voluntary winding up, any attempt by a creditor to enforce a remedy by proceeding against the property of the company will be void and civil proceedings will only be able to be commenced against the company with the leave of the Court.
I conclude that s.500 of the Corporations Act does not operate to prevent or delay the Court from proceeding to judgment.
ASSOCIATED JURISDICTION
Notwithstanding the conclusion that s.500 of the Corporations Act does not operate to prevent or delay the delivery of judgment in this matter, Self Care nevertheless seeks leave under s.500(2) to continue proceedings against AVP, it being a party against whom certain findings and orders were made in the liability judgment delivered in this matter on 15 August 2024. The question is whether the Court has jurisdiction to do so.
The Corporations Act provides for the jurisdiction of courts in its pt.9.6A and, relevantly, as follows:
1337B Jurisdiction of the Federal Court and State and Territory Supreme Courts
(1) Jurisdiction is conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations legislation.
(2)Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on each State or Territory Supeme Court with respect to civil matters arising under the Corporations legislation.
…
1337CJurisdiction of Federal Circuit and Family Court of Australia (Division 1) and State Family Courts
(1) Jurisdiction is conferred on the Federal Circuit and Family Court of Australia (Division 1) with respect to civil matters arising under the Corporations legislation.
(2) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on each State Family Court with respect to civil matters arising under the Corporations legislation.
…
1337E Jurisdiction of lower courts
(1) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on each State or Territory court that is a lower court with respect to civil matters (other than superior court matters) arising under the Corporations legislation.
…
The provisions in pt.9.6A of the Corporations Act do not confer on this Court jurisdiction with respect to matters arising under that Act. Nonetheless, the Court may still exercise such jurisdiction if the requirements of s.134 of the Federal Circuit and Family Court of Australia Act 2021 (Cth) (FCFCOA Act) are satisfied. It states:
134 Jurisdiction in associated matters
To the extent that the Constitution permits, jurisdiction is conferred on the Federal Circuit and Family Court of Australia (Division 2) in respect of matters not otherwise within its jurisdiction that are associated with matters in which the jurisdiction of the Federal Circuit and Family Court of Australia (Division 2) is invoked. [1]
[1] See the discussion of associated jurisdiction in Keldote Pty Ltd v Riteway Transport Pty Ltd (2010) IR 195 at 451-456 [106]-[125].
The question whether the Court has jurisdiction to grant Self Care leave under s.500 would be answered in the affirmative if the provisions quoted from pt.9.6A were the only ones relevant to it. However, they are not. The Corporations Act also provides:
58AA Meaning of court and Court
(1) Subject to subsection (2), in this Act:
court means any court.
Court means any of the following courts:
(a) the Federal Court;
(b) the Supreme Court of a State or Territory;
(c)the Federal Circuit and Family Court of Australia (Division 1);
(d)a court to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.
(2)Except where there is a clear expression of a contrary intention (for example, by use of the expression “the Court”), proceedings in a matter under this Act may, subject to Part 9.6A, be brought in any court.
…
That provision does not itself confer jurisdiction: In the matter of Douglas Webber Events Pty Ltd (ACN 160 966 914) (2014) 291 FLR 173 per Brereton J at 182 [35]. The particular significance of s. 58AA for this proceeding lies in the fact that s.500(2) provides that leave may be granted by a “Court”. That power is not conferred on every court.
In Donnola v Silverleaf Constructions Co Pty Ltd (No 2) [2024] FedCFamC2G 577, reference was made to the statement of Finkelstein J in Ogawa v Federal Magistrate Phipps (2006) 151 FCR 311, on appeal from this Court, that:
… whatever claims may be picked up as part of the Federal Magistrates Court’s associated jurisdiction they do not include claims that are within the exclusive jurisdiction of another federal court. (at 315 [12]).
It was said in Donnola’s case that:
It does not follow from the fact that s 58AA of the Corporations Act confers exclusive jurisdiction on courts that do not include this Court in relation to matters that arise under the Corporations Act that s 134 of the FCFC Act would not apply to such matters if there is before this Court a matter that is associated with a matter that arises under the Corporations Act … (at 75 [13]).
…
… Section 58AA of the Corporations Act does nothing more than confer jurisdiction on courts that answer the description of “Court” and also in “courts” in relation to matters arising under the Corporations Act; and by doing so, it supplies an essential predicate to the operation of s 134 of the FCFC Act, namely, the identification of matters over which this Court does not have jurisdiction … (at 76 [16]).
With great respect, I cannot agree. As noted already, it has been held in the Supreme Court of New South Wales, in a case to which the learned judge in Donnola’s case appears not to have been taken, that s.58AA does not confer jurisdiction. In that connection it is important to note s.58AA(2)’s statement that:
… proceedings in a matter under this Act may … be brought in any court
is
… subject to Part 9.6A …
That is to say, the section is only concerned with the courts referred to in pt.9.6A, meaning that it does not, itself, operate to confer jurisdiction on some other court or courts including this one. In s.58AA, “court” should be understood to be the courts on which Corporations Act jurisdiction has been conferred by pt.9.6A of that Act and that, by a definitional device, that section also operates to reserve the determination of certain matters to the courts falling with its more limited definition “Court”: Re Hot Frog Pty Ltd (No 2) (2022) 366 FLR 274 per Rees J at 277 [8]-[10].
The subordination of s.58AA to pt.9.6A confirms that its function is to qualify the generality of pt.9.6A’s conferrals of jurisdiction: cf. Roy Morgan Research Centre Pty Ltd v Commissioner of State Revenue (Vic) (2001) 207 CLR 72 at 77 [9], an understanding that is supported by extrinsic material. Section 58AA dates from 1994 and was introduced into the Corporations Act 1989 (Cth) and the Corporations Law by the Corporations Legislation Amendment Act 1994 (Cth). The explanatory memorandum to the Corporations Legislation Amendment Bill 1994 (Cth) relevantly stated:
109. The effect of proposed subsections 58AA(l) and (2), in conjunction with the amendments to Part 9 of the Corporations Act (Commonwealth) and proposed amendments to corresponding provisions in the Corporations Acts in each State, would be that:
* lower courts, as well as superior courts, would be able to exercise jurisdiction over civil matters arising under relevant provisions of the Corporations Law which expressly refer to the exercise of jurisdiction by a “court”; and
* only superior courts would be able to exercise jurisdiction over civil matters arising under relevant provisions of the Corporations Law which expressly refer to the exercise of jurisdiction by a “Court”.
110. By virtue of proposed subsection 58AA(2), where provisions in the Corporations Law relate to the exercise of civil jurisdiction under the Corporations Law, but do not expressly refer to the exercise of court jurisdiction, then, in the absence of any other clear intention that jurisdiction in respect of that matter be confined to superior courts, lower courts would be able to exercise civil jurisdiction in respect of those provisions.
A situation not entirely dissimilar from the present was considered in In the Marriage of Smith (1986) 161 CLR 217. In that case, a question before the High Court was whether, in the particular circumstances of that case, the Family Court of Australia had accrued jurisdiction over a matter under the Family Provision Act 1982 (NSW). Section 31 of the Family Provision Act provided that the parties’ mutual releases from obligations under that Act, which were part of the settlement of their property dispute, required the approval of the NSW Supreme Court before they could be enforceable. The High Court held that the property dispute and the testator’s family maintenance issue were not two parts of the same matter, with the consequence that the Family Court did not have accrued jurisdiction over the Family Provision Act issue. Relevantly, however, Mason, Brennan and Deane JJ considered the counter-factual and said that:
… if the Family Court assumed an accrued jurisdiction to make an order under s. 31 of the Family Provision Act approving a release in a maintenance agreement, the order would none the less not be an order of the Supreme Court. It therefore would not amount to an approval by the “Court” which is referred to in s.31(3), with the consequence that the release would have no effect by virtue of s.31(2). It is quite impossible to read the reference to “Court” in s. 31, viewed in the light of the definition of “Court” in s.6(1), otherwise than as a reference to the Supreme Court. It follows that the Family Court does not possess accrued jurisdiction to approve a release for the purposes of the State Act. (at 251) [2]
Unless disturbed by s.134 of the FCFCOA Act, s.58AA of the Corporations Act would effectively do the same thing to this Court’s associated jurisdiction to decide matters arising under that Act by restricting certain matters exclusively to the courts falling within its definition “Court”: cf.Patrick Stevedores Operations v Maritime Union of Australia (1998) 195 CLR 1 at 29 [27].
[2] Section 6(1) of the Family Provision Act provided that “Court” meant the Supreme Court of NSW: In the Marriage of Smith at 224.
The issue therefore is what effect s.58AA of the Corporations Act may have on this Court’s associated jurisdiction over Corporations Act matters. Should this Court’s associated jurisdiction to decide Corporations Act matters be engaged, it is ostensibly a plenary one because, unlike the courts referred to in pt.9.6A of the Corporations Act, its jurisdiction is not defined other than by the relevantly unqualified terms of s.134 of the FCFCOA Act. However, s.58AA of the Corporations Act purports to reserve jurisdiction over certain matters under that Act to those courts within its definition “Court” of which this Court is not one: Re Hot Frog Pty Ltd (No 2). Section 134 of the FCFCOA Act, the subsequent and more general provision touching on jurisdiction, and s.58AA of the Corporations Act, the earlier and more specific provision touching on jurisdiction, are therefore in conflict. In relation to such situations, in a passage later cited in Firebird Global Master Fund II Ltd v Republic of Nauru (2015) 258 CLR 31 at 60 [85], Barton ACJ said in Maybury v Plowman (1913) 16 CLR 468:
… The judgment under appeal turns upon the application of the principle involved in the maxim “generalia specialibus non derogant” to cases in which the legislature, after having dealt specially with a particular matter, has afterwards passed an enactment in general terms wide enough to repeal, or supersede, or qualify the original provision. … I wish to quote a passage from the judgment of Wood V.C. in Fitzgerald v. Champneys, quoted by Stirling J. in the case cited, as follows:—“The reason in all these cases is clear. In passing the special Act, the legislature had their attention directed to the special case which the Act was meant to meet, and considered and provided for all the circumstance of that special case; and, having so done, they are not to be considered by a general enactment passed subsequently, and making no mention of any such intention, to have intended to derogate from that which, by their own special Act, they had thus carefully supervised and regulated.” (at 473-474). (references omitted)
In all cases it is a matter of comparing the language of the two provisions to see whether the later has, to the extent the provisions are in conflict, repealed the earlier. I find nothing in the text of s.134 of the FCFCOA Act, to suggest that the present is such a case.
In Corporations Act proceedings where jurisdiction is not reserved to the courts falling within s.58AA’s definition “Court”, such as Macmartin v Bunnings Group Ltd [2025] FedCFamC2G 832, this Court’s associated jurisdiction to decide mattes under the Corporations Act is not relevantly restricted. However, in other matters, which are to be dealt with by a “Court”, such as s.500, s.58AA does restrict it. The present matter is such a one because Self Care seeks from this Court a grant of leave under s.500 of the Corporations Act. Consequently, although the application for leave under s.500 of the Corporations Act is associated with other Federal matters in this proceeding, by reason of s.58AA(2) of that Act, this Court has no jurisdiction to deal with it.
CONCLUSION
I find that s.500 of the Corporations Act does not operate to prevent or delay the Court from delivering its presently reserved judgment in this matter.
I further find that the Court has no jurisdiction to grant leave under s.500 of the Corporations Act.
I certify that the preceding eighteen (18) numbered paragraphs are a true copy of the Reasons for Judgment of Judge Cameron. Associate:
Dated: 12 September 2025
SCHEDULE OF PARTIES
SYG 2771 of 2019 Respondents
Fourth Respondent:
FREEZEFRAME CHINA CO PTY LTD
Fifth Respondent:
KEFEI (EMILIO) WANG
Sixth Respondent:
PASCAL SKELIN
Seventh Respondent:
EPAQ INTERNATIONAL PTY LTD
Eighth Respondent:
QUANJIAN PTY LTD
Ninth Respondent:
YIPING YANG
Tenth Respondent:
TAOYU PAN
Eleventh Respondent:
KEFEI (IVAN) WANG
Twelfth Respondent:
ZUREN INTERNATIONAL PTY LTD
Thirteenth Respondent:
SIQI HUO
Fourteenth Respondent:
YULIN WANG
Fifteenth Respondent:
E-GO CHANNEL PTY LTD
Sixteenth Respondent:
AUSTRALIAN VITAMIN PLUS PTY LTD
Seventeenth Respondent:
YAN (CYNTHIA) LI
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