Sheahan, in the matter of Atsikbasis Nominees Pty Ltd (in Liquidation)

Case •

[2013] FCA 44

•

5 February 2013

FEDERAL COURT OF AUSTRALIA

Sheahan, in the matter of Atsikbasis Nominees Pty Ltd (in Liquidation)
[2013] FCA 44

Citation: Sheahan, in the matter of Atsikbasis Nominees Pty Ltd (in Liquidation) [2013] FCA 44
Parties: JOHN SHEAHAN AS LIQUIDATOR OF ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION) ACN 007 769 557 and ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION) ACN 007 769 557 v ATSIKBASIS NOMINEES NO 2 PTY LTD ACN 100 537 415 AS TRUSTEE OF THE ATSIKBASIS FAMILY SETTLEMENT NO 2, MANUEL ATSIKBASIS, MARIA ATSIKBASIS, FOTINA ATSIKBASIS, HELEN ATSIKBASIS-STAMATELOPOULOS, PETER ATSIKBASIS, NICHOLAS ATSIKBASIS, MANUEL ATSIKBASIS AND MARIA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE MANUEL ATSIKBASIS FAMILY SUPERANNUATION FUND, NICHOLAS ATSIKBASIS AND FOTINA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE NICHOLAS ATSIKBASIS FAMILY SUPERANNUATION FUND, MARIA ATSIKBASIS, PANAGIOTIS (PETER) ATSIKBASIS AND AIKATERINI ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE PETER & KATHY ATSIKBASIS SUPERANNUATION FUND SPIROS ATSIKBASIS, MESSARIUS NOMINEES PTY LTD ACN 100 537 442 AS TRUSTEE OF THE MANUEL ATSIKBASIS FAMILY TRUST NO 2, NICHOLAS ATSIKBASIS AND FOTINA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE FOTINA ATSIKBASIS FAMILY TRUST and MACOBU NOMINEES PTY LTD ACN 100 537 460 AS TRUSTEE OF THE SPIROS ATSIKBASIS FAMILY TRUST NO 2
File number: SAD 131 of 2012
Judge: BESANKO J
Date of judgment: 5 February 2013
Catchwords:

PRACTICE AND PROCEDURE – interlocutory application by plaintiffs for leave to further amend Statement of Claim – where defendants contend that the proposed Statement of Claim does not comply with the Federal Court Rules 2011 (Cth) –whether the allegations of fraud are adequately particularised – whether further particulars may be provided after discovery and interrogatories (Lyons v Kern Constructions (1983) 47 ALR 114; 70 FLR 135) – whether the particulars are sufficient to give the defendants fair notice of the case to be made against it.

Held: The plaintiffs’ application for leave to further amend the Statement of Claim be adjourned to give the plaintiffs the opportunity to draft a Statement of Claim consistent with the reasons.

Legislation:

Corporations Act 2001 (Cth)

Federal Court Rules 2011 (Cth)

Cases cited:

Banque Commerciale SA, En Liquidation v Akhil Holdings Ltd (1990) 169 CLR 279, cited
Briginshaw v Briginshaw (1938) 60 CLR 336, cited
Forrest v Australian Securities and Investments Commission and Anor (2012) 91 ACSR 128, cited

Lyons v Kern Constructions (1983) 47 ALR 114; 70 FLR 135, cited

Pharm-a-Care Laboratories Pty Ltd v Commonwealth of Australia (No 3) [2010] FCA 361, cited
Rajski v Bainton (1990) 22 NSWLR 125, cited
Three Rivers District Council v Bank of England (No 3) [2003] 2 AC 1, cited

Dates of hearing: 12 December 2012, 30 January 2013
Place: Adelaide
Division: GENERAL DIVISION
Category: Catchwords
Number of paragraphs: 24
Counsel for the Plaintiffs: Mr R Whitington QC
Solicitor for the Plaintiffs: Griffins Lawyers
Counsel for the Defendants: Mr M Hoffmann QC with Mr B Doyle
Solicitor for the Defendants: Fox Tucker Lawyers

IN THE FEDERAL COURT OF AUSTRALIA

SOUTH AUSTRALIA DISTRICT REGISTRY

GENERAL DIVISION

SAD 131 of 2012

IN THE MATTER OF ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION)

BETWEEN:

JOHN SHEAHAN AS LIQUIDATOR OF ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION) ACN 007 769 557
First Plaintiff

ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION) ACN 007 769 557
Second Plaintiff
AND:

ATSIKBASIS NOMINEES NO 2 PTY LTD ACN 100 537 415 AS TRUSTEE OF THE ATSIKBASIS FAMILY SETTLEMENT NO 2
First Defendant

MANUEL ATSIKBASIS
Second Defendant

MARIA ATSIKBASIS
Third Defendant

FOTINA ATSIKBASIS
Fourth Defendant

HELEN ATSIKBASIS-STAMATELOPOULOS
Fifth Defendant

PETER ATSIKBASIS
Sixth Defendant

NICHOLAS ATSIKBASIS
Seventh Defendant

MANUEL ATSIKBASIS AND MARIA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE MANUEL ATSIKBASIS FAMILY SUPERANNUATION FUND
Eighth Defendant

NICHOLAS ATSIKBASIS AND FOTINA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE NICHOLAS ATSIKBASIS FAMILY SUPERANNUATION FUND
Ninth Defendant

MARIA ATSIKBASIS, PANAGIOTIS (PETER) ATSIKBASIS AND AIKATERINI ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE PETER & KATHY ATSIKBASIS SUPERANNUATION FUND SPIROS ATSIKBASIS
Tenth Defendant

MESSARIUS NOMINEES PTY LTD ACN 100 537 442 AS TRUSTEE OF THE MANUEL ATSIKBASIS FAMILY TRUST NO 2
Eleventh Defendant

NICHOLAS ATSIKBASIS AND FOTINA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE FOTINA ATSIKBASIS FAMILY TRUST
Twelfth Defendant

MACOBU NOMINEES PTY LTD ACN 100 537 460 AS TRUSTEE OF THE SPIROS ATSIKBASIS FAMILY TRUST NO 2
Thirteenth Defendant

JUDGE:

BESANKO J

DATE OF ORDER:

5 FEBRUARY 2013

WHERE MADE:

ADELAIDE

THE COURT ORDERS THAT:

1.Further consideration of the plaintiffs’ interlocutory application dated 3 December 2012 be adjourned to a date to be fixed.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.


IN THE FEDERAL COURT OF AUSTRALIA

SOUTH AUSTRALIA DISTRICT REGISTRY

GENERAL DIVISION

SAD 131 of 2012

IN THE MATTER OF ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION)

BETWEEN:

JOHN SHEAHAN AS LIQUIDATOR OF ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION) ACN 007 769 557
First Plaintiff

ATSIKBASIS NOMINEES PTY LTD (IN LIQUIDATION) ACN 007 769 557
Second Plaintiff
AND:

ATSIKBASIS NOMINEES NO 2 PTY LTD ACN 100 537 415 AS TRUSTEE OF THE ATSIKBASIS FAMILY SETTLEMENT NO 2
First Defendant

MANUEL ATSIKBASIS
Second Defendant

MARIA ATSIKBASIS
Third Defendant

FOTINA ATSIKBASIS
Fourth Defendant

HELEN ATSIKBASIS-STAMATELOPOULOS
Fifth Defendant

PETER ATSIKBASIS
Sixth Defendant

NICHOLAS ATSIKBASIS
Seventh Defendant

MANUEL ATSIKBASIS AND MARIA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE MANUEL ATSIKBASIS FAMILY SUPERANNUATION FUND
Eighth Defendant

NICHOLAS ATSIKBASIS AND FOTINA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE NICHOLAS ATSIKBASIS FAMILY SUPERANNUATION FUND
Ninth Defendant

MARIA ATSIKBASIS, PANAGIOTIS (PETER) ATSIKBASIS AND AIKATERINI ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE PETER & KATHY ATSIKBASIS SUPERANNUATION FUND SPIROS ATSIKBASIS
Tenth Defendant

MESSARIUS NOMINEES PTY LTD ACN 100 537 442 AS TRUSTEE OF THE MANUEL ATSIKBASIS FAMILY TRUST NO 2
Eleventh Defendant

NICHOLAS ATSIKBASIS AND FOTINA ATSIKBASIS IN THEIR CAPACITY AS TRUSTEES OF THE FOTINA ATSIKBASIS FAMILY TRUST
Twelfth Defendant

MACOBU NOMINEES PTY LTD ACN 100 537 460 AS TRUSTEE OF THE SPIROS ATSIKBASIS FAMILY TRUST NO 2
Thirteenth Defendant

JUDGE:

BESANKO J

DATE:

5 FEBRUARY 2013

PLACE:

ADELAIDE

REASONS FOR JUDGMENT

  1. This is an application by the plaintiffs to a proceeding to amend their Statement of Claim. The application is opposed by the defendants on the ground that the proposed Statement of Claim does not comply with the rules dealing with pleadings in the Federal Court Rules 2011 (Cth). The defendants contend that if they can establish that the proposed Statement of Claim does not comply with the Rules dealing with pleadings then leave to amend should not be granted. That proposition is correct and it was not disputed by the plaintiffs.

  2. The plaintiffs issued their proceeding against the defendants on 21 June 2012. They did that by issuing an Originating Process and a Statement of Claim. The defendants filed a Notice of Acting on 20 July 2012.

  3. On 23 July 2012 I made an order that the plaintiffs have leave to file and serve within seven days any Amended Statement of Claim. The plaintiffs filed and served an Amended Statement of Claim on 25 July 2012. The defendants filed and served a Defence on 28 August 2012.

  4. On 3 December 2012 the plaintiffs issued an interlocutory application seeking, relevantly, an order that they have leave to amend the Amended Statement of Claim in the form of a Second Amended Statement of Claim which was annexed to the affidavit of a solicitor employed by the plaintiffs’ solicitors. It is the Second Amended Statement of Claim which is the subject of these reasons. I will refer to it as the proposed Statement of Claim.

  5. The solicitors for the respective parties exchanged letters about the proposed Statement of Claim before the plaintiffs’ application came on for argument before me. The defendants’ solicitors set out their complaints about the proposed Statement of Claim in a letter to the plaintiffs’ solicitors dated 10 December 2012. The plaintiffs’ solicitors responded by letter dated 29 January 2013. A number of the matters which were the subject of the correspondence have been resolved. It is convenient if at this point I identify the matters which have been resolved before considering the matters which remain in dispute.

    (1)Paragraph 195 of the proposed Statement of Claim contains allegations of fiduciary duties the directors of the company, which is the second plaintiff, are said to have owed the company. The defendants complained about the description of the fiduciary duties alleged in paragraphs 195.3 and 195.5. The plaintiffs agree that they will amend the descriptions in those paragraphs so that paragraph 195.3 is put in terms of a duty not to use improperly their position as directors to gain an advantage for themselves or someone else and paragraph 195.5 will be amended to refer to the duty in terms of a duty not to use improperly their position as directors to cause detriment to the Company.

    (2)The defendants complained about the plea in paragraph 197A of the proposed Statement of Claim. The plaintiffs agree to remove this paragraph.

    (3)The defendants complained about the particulars to paragraph 210.2.2. The plaintiffs agree to remove these particulars and they agree to provide particulars of the allegation in paragraph 210.2. After the hearing the plaintiffs provided a letter dated 1 February 2013 to the defendants’ solicitors setting out the particulars they propose to rely on in support of the allegation in paragraph 210.2. I will give the defendants the opportunity to make any relevant submissions they wish to make concerning the proposed particulars.

    One point made by the defendants in connection with the allegation in paragraph 210.2.2 is that an allegation that all of the assets and property of the second plaintiff were transferred to the No 2 Company (Atsikbasis Nominees No 2 Pty Ltd, which is the first defendant) appears to be inconsistent with earlier pleas about what assets and property constituted the Residual Trust Fund on the one hand and the Cloned Assets on the other. The plaintiffs’ case in that respect should be clarified.

  6. I turn now to the matters in dispute.

  7. The principal complaints made by the defendants relate to the pleas in paragraphs 198 and 198B of the proposed Statement of Claim. Paragraph 198 is in the following terms:

    198.The directors of the Company determined, in or about early May 2002 (and in any event before 24 May 2002), to strip the Cloned Assets of the 1st Family Trust (i.e. the assets save for the Cash and the Chose in Action) so that the Cloned Assets were beyond the reach of the creditors of the Company, including the creditors of the Company in its capacity as trustee of the 1st Family Trust, and in particular the ATO.

    Particulars

    198.1The directors of the Company were informed in or about October 2001 of the Company’s tax liability to the ATO the subject of the 1997 FBT Notice of Assessment and the 1998 FBT Notice of Assessment (the Tax Debt).

    198.2The directors of the Company were the second to seventh defendants (inclusive).

    198.3The directors of the Company received oral advice from the Company’s accountant, Mr Robert Shepherd, between October 2001 and early 2002 that the Tax Debt was due and payable and that the directors were at risk of trading whilst insolvent.

    198.4Those same directors decided at a meeting (or meetings) between October 2001 and early May 2002 to engage lawyers, Rankines Solicitors, to draft documentation necessary to split the assets of the 1st Family Trust and clone the 1st Family Trust. No minute of their meetings were recorded or maintained by the Company.

    198.5Rankines Solicitors prepared the documentation referred to in the preceding subparagraph.

    198.6That documentation was adopted by the Written Directors’ Resolution dated 15 July 2002.

  8. The Cloned Assets of the 1st Family Trust (which is defined in paragraph 7) are the assets and property of the 1st Family Trust other than the Residual Trust Fund (paragraphs 57 and 64).

  9. Paragraph 198B contains an allegation that the determination of the directors of the second plaintiff was implemented by a course of conduct from 15 July 2002 to 5 July 2011. There are 29 acts, omissions and events said to constitute the course of conduct. The alleged acts include the entry into various deeds, agreements and transfers. One such deed was the Deed of Appointment of New Trustee which is referred to in paragraph 198B.3. The Deed of Appointment of New Trustee is described in paragraphs 57 and 64 and related paragraphs. It is alleged that the Deed was executed on 15 July 2002. The second plaintiff claims in paragraph 201A that it has a right of indemnity by reason of (among other things) the Deed of Appointment of New Trustee. That paragraph is in the following terms:

    201A.In the alternative, the Company is entitled to be indemnified and exonerated out of the assets and property of the 2nd Family Trust in respect of any liability that the Company in its capacity as trustee of the 1st Family Trust has for ‘Fringe Benefits Tax’ (within the meaning of the FBT Act), including any penalty tax, general interest charge or penalty interest that relates thereto, and for ‘Income Tax’ (within the meaning of the Income Tax Assessment Act 1997), including any penalty tax, general interest charge or penalty interest that relates thereto, pursuant to clause 4.3.2 of the Deed of Appointment of New Trustee and at common law.

  10. It is important to note that two omissions or failures of the directors of the second plaintiff are alleged to form part of the course of conduct alleged in paragraph 198B. They are pleaded as follows:

    198B.8The failure of the directors of the Company (and each of them) to take any steps whatsoever to exercise the Company’s right to be indemnified and exonerated out of the assets and property of the 1st Family Trust or, in the alternative, the 2nd Family Trust to pay the Company’s ATO taxation liabilities;

    198B.9The failure of the directors of the Company (and each of them) to take any steps whatsoever to exercise the Company’s (apparent) right to be indemnified in respect of the Company’s ATO taxation liabilities pursuant to the terms of the Deed of Appointment of New Trustee (if such right existed) to pay the Company’s ATO taxation liabilities;

  11. The defendants’ complaints about the pleas in paragraphs 198 and 198B fall into two categories. First, they submit that the allegations in paragraphs 198.1, 198.3 and 198.4 are not adequately particularised. Secondly, they submit that the particulars to paragraph 198 are obviously insufficient and that the plaintiffs must be relying on other matters to support the allegation and those other matters are not pleaded.

  12. The allegation that the directors of the second plaintiff decided to strip assets of the 1st Family Trust so that assets were beyond the reach of the creditors of the second plaintiff is an allegation of a dishonest or fraudulent intention. It is a fundamental and well-established principle of pleading that if a case of fraud is to be mounted then it must be pleaded specifically and with particularity: Banque Commerciale SA, En Liquidation v Akhil Holdings Ltd (1990) 169 CLR 279 at 285; Forrest v Australian Securities and Investments Commission and Anor (2012) 91 ACSR 128 at [26] per French CJ, Gummow, Hayne and Kiefel JJ. The reason for this principle is that if a person is to be charged with doing or writing something which will involve him in serious consequences, he or she is not to be condemned casually or “by inexact proofs, indefinite testimony or indirect inferences”: Briginshaw v Briginshaw (1938) 60 CLR 336 at 362; Rajski v Bainton (1990) 22 NSWLR 125; Pharm-a-Care Laboratories Pty Ltd v Commonwealth of Australia (No 3) [2010] FCA 361 at [66] and [68] per Flick J. In the case of a plea of fraud equivocal language is not sufficient to ensure a fair trial and proper notice: Three Rivers District Council v Bank of England (No 3) [2003] 2 AC 1.

  13. The first plaintiff is the liquidator of the second plaintiff. He asserts that he may be able to provide further particulars after discovery and interrogatories and the plaintiffs’ counsel referred to Lyons v Kern Constructions (1983) 47 ALR 114; 70 FLR 135. However, it is also to be noted that the liquidator of the second plaintiff has conducted examinations under the Corporations Act 2001 (Cth) of at least the second defendant, Mr Manuel Atsikbasis, and Mr Robert Shepherd. The point that some allowance should be made for the possibility that the plaintiffs may be able to provide further particulars after discovery and, if ordered, interrogatories, was not developed in any detail and I am not disposed to place any weight on it.

  14. I turn now to the complaints of the defendant which fall into the first category.

  15. The defendant contends as to paragraph 198.1 that there are no particulars of how it is said that each of the directors was informed of the tax debt. In their letter dated 29 January 2013 the plaintiffs’ solicitors said:

    3.As to paragraph 198.1, the ATO issued the two Notices of Assessment for the Tax Debt on 10 October 2001, as pleaded in paragraphs [29] and [37].

    The Company’s accountant and tax agent, Mr Robert Shepherd, was under a professional obligation to inform the Company by its directors of the said Notices promptly upon receipt and it is to be inferred that he did so. The plaintiffs cannot provide further particulars of the means by which the directors were informed of the Company’s Tax Debt until the defendants have made full and complete discovery, including by answers to interrogatories.

    However, we note that the directors of the Company were sufficiently informed for the Company in November 2001 to instruct the Company’s accountant, Mr Shepherd to lodge with the ATO ‘Notices of Objection’ to the said Notices of Assessment (as pleaded in paragraphs [31] and [39]) and to bring to account the Tax Debt in the Company’s financial statements for the year ended 30 June 2002.

  16. I think that these particulars are adequate. It is plain enough that the plaintiffs’ case is that it should be inferred that the directors were so informed. One would have expected them to have been informed, although it is possible that some of them were not. The point is that the plaintiffs have particularised their case and it is a case which is reasonably arguable.

  17. The defendants contend, as to paragraph 198.3, that there are no particulars of whether it is said that this occurred on a single occasion or whether it is said that each director was separately informed of the matters set out therein, and in either case, when it is said they were respectively informed and how. In their letter dated 29 January 2013 the plaintiffs’ solicitors said:

    4.As to paragraph 198.3, the plaintiffs are unable to provide further particulars until the defendants have made full and complete discovery, including by answers to interrogatories.

  18. I think that the particulars are adequate because the medium of the advice, the parties to it, the period during which it was given and the substance of the advice are identified.

  19. The defendants contend, as to paragraph 198.4, that the basis of the allegation is not explicitly pleaded, in particular, the meetings, the attendees and the location. In their letter dated 29 January 2013 the plaintiffs’ solicitors said:

    5.As to paragraph 198.4, Rankines Solicitors were engaged on behalf of the Company on the recommendation of Mr Shepherd who thereafter had the direct dealings with the solicitors on behalf of the Company with the exception of one meeting between Mr Shepherd and the solicitors at which the second defendant, Mr Manuel Atsikbasis, was present. From time to time Mr Shepherd relayed accounting or legal advice (that he had obtained from the solicitors) to Manuel Atsikbasis who was assigned by the other directors of the Company to attend upon Mr Shepherd and the solicitors and whenever Manuel Atsikbasis received accounting or legal advice or recommendations in these circumstances he would pass them on to the other directors of the Company.

    The plaintiffs are unable to provide further particulars until the defendants have made full and complete discovery, including by answers to interrogatories.

  1. The thrust of the allegation in paragraph 198.4 is that the directors of the second plaintiff decided that it would act in a particular way. It is alleged it did act in that way. The fact that Mr Manuel Atsikbasis passed on accounting or legal advice to the other directors seems to be based on certain answers he gave during his examination. The plaintiffs’ case again appears to be one of inference in the absence of minutes of the second plaintiff. The allegation is not a baseless one and I think the particulars of it are adequate.

  2. Finally, I turn to the complaint by the defendants of the pleas in paragraphs 198 and 198B which fall into the second category. In their letter dated 10 December 2012 the defendants’ solicitors outlined the complaint as follows:

    Is it your clients’ case that the determination was to take the steps set out in paragraph 198B, and if so, what is the basis for that allegation? If it is not, it is unclear to us what is meant by an allegation that there was, in 2002, a determination to strip the assets to put them beyond the reach of the creditors of the company, particularly in circumstances where it would appear that the allegations are made on the implicit premise that the Company’s right of indemnity survived the Deed of Appointment of New Trustee.

    Is it alleged that the determination was made by the directors at the same time, at a meeting for example? If not, it is difficult to understand what is really being alleged.

  3. The plaintiffs’ solicitors said in response:

    1.The determination pleaded in paragraph 198 (the determination) was not in terms to take the steps pleaded in paragraph 198B. The steps pleaded in paragraph 198B were, as pleaded, the subsequent implementation (or effectuation) of the determination.

    2.Otherwise, the plaintiffs say that the defendants have sufficient particulars of the allegation in paragraph 198, but further and in any event, the plaintiffs say that they are unable to provide further particulars until the defendants have made full and complete discovery, including by answers to interrogatories.

  4. As developed in oral submissions before me, the defendants’ complaint was that the allegation that there was a right of indemnity against the assets and property of the trust was “anathema of a stripping of assets and putting them beyond the reach of creditors” and that the two allegations are “fundamentally inconsistent” or “manifestly inconsistent”. The way counsel for the defendants put the submission was that in view of the matters just identified there must be “much more to the determination than the particulars would disclose at 198.1 to 6”. The defendants’ submission might ultimately be highly relevant to the merits of the allegation, but I do not think that it leads to the conclusion that the particulars are inadequate. I do not think the right of indemnity is fundamentally or manifestly inconsistent with the alleged purpose or intention particularly in light of the failures alleged in paragraphs 198B.8 and 198B.9. The plaintiffs have particularised their case. There is no reason to think that it would hold back particulars as to do so would, in the ordinary case, mean that the evidence could not be led at trial.

  5. In conclusion, the plaintiffs’ interlocutory application should be adjourned to give them the opportunity to bring a Statement of Claim consistent with these reasons. All of the plaintiffs’ particulars should be included in the Statement of Claim rather than having some in the Statement of Claim and some in letters from the plaintiffs’ solicitors.

I certify that the preceding twenty-four (24) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Besanko.

Associate:
Dated:       5 February 2013

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