Siamidis v Siamidis

SUPREME COURT OF VICTORIA

COURT OF APPEAL

S EAPCI 2025 0069

STEVE SIAMIDIS	Applicant
v
CHRIS SIAMIDIS & ORS (ACCORDING TO THE ATTACHED SCHEDULE)	Respondents

---

JUDGES:	NIALL CJ, RICHARDS and KENNY JJA
WHERE HELD:	Melbourne
DATE OF HEARING:	28 August 2025
DATE OF JUDGMENT:	19 September 2025
MEDIUM NEUTRAL CITATION:	[2025] VSCA 230
JUDGMENT APPEALED FROM:	[2025] VSC 228 (Delany J)

---

RECEIVER – Interlocutory order appointing receivers to sell real property assets subject of deed of settlement – Principles regarding appointment of receivers – Breakdown in parties’ relationship and ongoing breaches of deed – Properties at risk of mortgagee sale – Where primary judge recognised the need for caution and considered interests of all parties – No alternative and less drastic order available – Application for leave to appeal refused.

Supreme Court Act 1986, s 37(1).

National Australia Bank Limited v BondBrewing Holdings Limited [1991] 1 VR 386; Yunghanns v Candoora No 19 Pty Ltd (No 2) (2000) 35 ACSR 34; Martyniuk v King [2000] VSC 319, considered.

---

Counsel
Applicant:	Ms A Folie
First and Second Respondents:	Ms GSJ Berlic
Solicitors
Applicant:	Hall & Wilcox
First and Second Respondents:	SBA Law

NIALL CJ
RICHARDS JA
KENNY JA:

Constantinos Siamidis (‘Con’) passed away on 24 June 2021. He was survived by his wife Kasiani Siamidis, and their three children Chris Siamidis, Steve Siamidis, and Mary Schilling.[1] The Siamidis family, including Con’s estate,[2] have interests in a large and valuable property portfolio, through various superannuation funds, trusts, and partnerships.
[1]For clarity, and without meaning any disrespect, family members are referred to in this judgment by their given names.
[2]Probate of Con’s will was granted to Chris on 14 April 2022.
By mid-2024, the surviving members of the family were involved in Supreme Court litigation about the properties, with Chris and Kasiani on one side of the dispute, and Steve and Mary on the other. A dispute about the ownership of certain vehicles was the subject of a separate County Court proceeding.
On 6 August 2024, the parties entered into a settlement deed (‘Deed’) that resolved these disputes. Among other things, the Deed provided for the sale of 13 properties, the discharge of liabilities, and distribution of the proceeds of the sales. Relevantly, it provided a process for the sale of the following eight properties:
(a)York Street;
(b)Lot 1 Kings Way;
(c)Lot 2 Kings Way;
(d)635–637 Sydney Road;
(e)479 Lygon Street;
(f)481 Lygon Street;
(g)483 Lygon Street; and
(h)St Georges Road,
(together, the ‘Properties’).
Within a few months, the parties were again in dispute about the performance of the Deed. On 16 December 2024, Chris and Kasiani commenced another Supreme Court proceeding, alleging various breaches by Steve and Mary of their obligations under the Deed, and seeking specific performance of the Deed and other relief. On 17 December 2024, Chris and Kasiani applied for interlocutory relief in the form of mandatory injunctions to compel performance by Steve and Mary of their obligations under the Deed, or alternatively the appointment of a receiver to sell the Properties. Steve and Mary denied the alleged breaches and opposed the interlocutory application, which was heard on 21 March 2025.
On 1 May 2025, Delany J gave his ruling on the interlocutory application,[3] granting Chris and Kasiani’s application for a receiver to be appointed to each of the Properties for the purpose of selling them. Orders to give effect to the ruling were made on 8 May 2025, appointing Lindsay Bainbridge and Andrew Reginald Yeo as joint and several receivers over the Properties, for the purpose of taking all steps, executing all documents and doing all things necessary to sell the Properties.
[3]Chris Siamidis & Anor v Steve Siamidis & Ors [2025] VSC 228 (‘Ruling’).
Steve now seeks leave to appeal from those orders. He also seeks a stay of the orders. Chris and Kasiani oppose the application for leave to appeal. The other respondents, including Mary and the receivers, did not respond to or contest the application.
For the reasons that follow, leave to appeal must be refused.

The Deed and the dispute about performance of the Deed

Clause 4 of the Deed provides:
Sale of properties
4.1The Parties must cooperate with one another, take all steps, execute all documents and do all things necessary or desirable to effect the sale of:
(a) the following properties owned by the Superannuation Funds:
(i) 479 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 8055 Folio 072 (479 Lygon);
(ii) 481 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 8055 Folio 070 (481 Lygon);
(iii) 483 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 4928 Folio 464 (483 Lygon);
(iv) 169-173 St Georges Road, Fitzroy North, being the property more particularly described in Certificate of Title Volume 7608 Folio 032 (St Georges Road);
…
(vii) 635-637 Sydney Road, Brunswick, being the property more particularly described in Certificate of Title Volume 10142 Folio 512 (635-637 Sydney Road),
(together, the Superannuation Properties);
(b) the following properties held by partnerships or Trusts that are not Superannuation Funds:
…
(iv) Lot 1, 164 Kings Way, South Melbourne, being the property more particularly described in Certificate of Title Volume 10117 Folio 486 (Lot 1 Kings Way);
(v) Lot 2, 164 Kings Way, South Melbourne, being the property more particularly described in Certificate of Title Volume 10117 Folio 487 (Lot 2 Kings Way); and
(vi) 14 York Street, South Melbourne, being the property more particularly described in Certificate of Title Volume 10059 Folio 454 (York Street)
(together, the Sale Properties).
4.2 The parties agree that they will remove all personal items from the Sale Properties and the Superannuation Properties, as follows:
(a) York Street, within 30 days of the Execution Date;
(b) 635-637 Sydney Road, within 90 days of the Execution Date;
(c) St Georges Road, within 90 days of the Execution Date;
(d) 479 Lygon Street and 481 Lygon Street, within 120 days of the Execution Date;
…
and otherwise prior to the settlement of the sale of any property in clause 4.1 of this Deed.
Clauses 7.2, 11.2, 13.2, 15.2, 17.2 and 21.2, which are near identical, provide a mechanism for the appointment of selling agents for each of York Street, 635–637 Sydney Road, 479 Lygon Street, 481 Lygon Street, 483 Lygon Street and St Georges Road (‘Group A Properties’) as follows:
Within 14 days of the Execution Date, Steve and Chris agree on the appointment of a real estate agent to market and sell [property], failing which Steve make an application to the Real Estate Institute of Victoria (REIV) to nominate a real estate agent to market and sell [property] ([Property] Agent) within 7 days.
Clause 10 provides for the sale of Lot 1 Kings Way and Lot 2 Kings Way (the ‘Kings Way Properties’):
10.1The Parties agree to the sale of Lot 1 Kings Way and Lot 2 Kings Way (Kings Way Properties) (Kings Way Properties Sale) after completion of the rent review that is currently being undertaken, and after payment of any rent arrears as a consequence of that revaluation (Rent Review Process).
10.2Within 14 days of the completion of the Rent Review Process, Steve and Chris agree on the appointment of a real estate agent to market and sell the Kings Way Properties, failing which Steve make an application to the Real Estate Institute of Victoria (REIV) to nominate a real estate agent to market and sell the Kings Way Properties (Kings Way Properties Agent) within 7 days.
…
10.5Until settlement of the Kings Way Properties, all rent derived from the Kings Way Properties will be paid as follows:
(a) to meet any mandatory payments under the NAB Facility described in clause 27 below or other outgoings of the Kings Way properties, including sale costs and taxes on the rental income;
(b) into an interest bearing investment account jointly operated by SBA Law and Mills Oakley in the name of Siamidis Properties as trustee of the Kings Way Unit Trust (KWUT Account).
…
Clause 39 contains a number of general provisions, including:
39.6 Entire agreement
This agreement embodies the entire agreement and understanding between the parties concerning its subject matter and succeeds and cancels all other agreements and understandings concerning the subject matter of this agreement and any warranty, representation, guarantee or other term and condition of any nature not contained in this agreement is of no force or effect.
39.7 Further assurances
Each party to this Deed shall do, sign and execute all deeds, schedules, acts, documents and things as may reasonably be required by the other parties so as to carry out and give effect to the terms and intentions of this Deed effectively and to perfect, protect and preserve the rights of the other parties hereunder whether before or after completion.
…
39.12 Time shall be of the essence
Time shall be of the essence and shall be an essential term in relation to the timing of the payments referred to in this Deed.
In relation to the performance of the parties’ obligations under the Deed, it is agreed that:
(a)Three of the Properties — York Street and the Kings Way Properties — provide security for a loan facility through National Australia Bank (‘NAB’) to the original value of $16.875 million (‘NAB Facility’). Two additional properties in NSW, which are not covered by the Deed, also provide security for the NAB Facility. The NAB Facility originally expired on 24 April 2024.
(b)In August 2024, Steve and Chris agreed to engage a real estate agent, CBRE, to market the Group A Properties.
(c)On 28 October 2024, the rent review process was completed for the two Kings Way Properties.
(d)On 19 November 2024, Steve withdrew his consent for CBRE to market the Group A Properties. Steve sought Chris’s consent to CBRE being appointed as joint agent with another real estate agent.
(e)On 11 December 2024, NAB agreed in principle to renew the NAB Facility at a reduced amount of $15.25 million until 30 June 2025.
(f)On 19 March 2025, Steve completed the necessary steps to bring about the nomination of a real estate agent to be appointed by the REIV to sell the two Kings Way Properties, being two of the properties securing the NAB Facility.
The statement of claim filed by Chris and Kasiani in December 2024 alleged, relevantly:
(a)Steve had breached cls 7.2, 11.2, 13.2, 15.2, 17.2 and/or 21.2 of the Deed by purporting to withdraw his consent to the appointment of CBRE to market and sell the Group A Properties and by seeking Chris’s consent for CBRE to be appointed as joint agent with another real estate agent; and
(b)Steve and Mary had breached cl 4.2 of the Deed by not removing personal items from certain properties by the relevant deadline.
Since the judge’s ruling, Chris and Kasiani have filed an amended statement of claim dated 13 June 2025. The amendments include allegations that:
(a)Steve’s withdrawal of consent to the appointment of CBRE also breached cls 4.1(a)(i)–(iv), (vii) and (b)(vi) and/or 39.7 of the Deed;
(b)Steve and Mary’s failure to remove personal items from certain properties also breached cls 4.1(a)(i), (iv), (vii) and (b)(vi) and 39.12 of the Deed;
(c)in breach of 4.1(b)(iv)–(v), 10.2 and/or 39.7 of the Deed, Steve did not complete the application to the REIV to nominate a real estate agent to market and sell the Kings Way Properties until 19 March 2025; and
(d)in breach of cl 10.5(b) of the Deed, Steve has failed to establish a jointly controlled account, being the Kings Way Unit Trust (‘KWUT Account’), and has paid rent received from the Kings Way Properties into the bank account held by Siamidis Properties Pty Ltd with the Commonwealth Bank of Australia.

Judge’s ruling

After providing an overview of the dispute and the claims made in the proceeding, the judge set out his evaluation of the competing claims:
On the hearing of the interlocutory application it is unnecessary to express a definitive view of the competing arguments concerning the proper construction of the settlement deed. However, what is clear is that the plaintiffs have a strong prima facie case in favour of their construction of contested aspects of the settlement deed.
Contrary to the construction for which Steve contends, the settlement deed contains no reference to the actions which the parties are required to take to sell properties being subject to any requirement that the sale of properties be at ‘fair value, alternatively at market value’. There is no mention of fair value or market value in the provisions of the settlement deed. There is also no basis to construe the provisions of the settlement deed relating to the sale of the Properties as containing such a qualification.[4]
[4]Ruling, [33]–[34].
After referring to the entire agreement clause in cl 39.6 of the Deed, the judge continued:
Applying the criteria in BP Refinery (Westernport) Pty Ltd v Shire of Hastings[5] to imply a term as to ‘fair value’ or ‘market value’ as alleged by Steve to be part of the settlement deed on its proper construction is not necessary to give business efficacy to the settlement deed. It cannot be said that the implication of such a term or terms is so obvious that ‘it goes without saying’. If the parties wished to include such a term or terms in the detailed settlement deed which put an end to four years of heavily contested litigation, they could have been expected to have included an express provision to that effect. As a separate matter, to imply such a term or terms would also be to cut across the entire agreement clause.[6]
[5](1977) 180 CLR 266, 282–3 (Lords Simon and Keith and Viscount Dilhorne).
[6]Ruling, [36].
The judge then addressed an argument that breaches of cl 4.1 of the Deed had not (at that time) been pleaded:
The failure of the statement of claim to expressly plead breaches of the obligation in clause 4.1 concerning the Properties to which receivers are sought to be appointed might be a sound pleading objection, but consistent with the overarching purpose in s 7(1) of the Civil Procedure Act 2010 (Vic) (‘the CPA’), such an objection cannot stand in the path of a consideration of the interlocutory aspects of this dispute on its merits and in a manner that is intended to facilitate the just, efficient, timely and cost-effective resolution of the real issues in dispute. In short, the failure to plead breach of clause 4.1 is not a disqualifying factor if the criteria for the appointment of receivers are otherwise made out. That is particularly the case in circumstances where the orders proposed both by the plaintiffs and by Steve make provision for the filing and service of an amended statement of claim.[7]
[7]Ruling, [38].
In explaining why he considered there to be a strong case that Steve’s withdrawal of consent to the appointment of CBRE was in breach of the Deed, the judge referred to the provisions of the Deed and events concerning the sale of the property at 568–574 Sydney Road.[8] The judge concluded:
The history of the communications between the brothers concerning the sale of 568–574 Sydney Road highlights the inability of the family members to cooperate. It is unsurprising that there have been problems in the implementation of the settlement deed. The fraught nature of the relationship between the family members is exemplified by the fact that Steve has since 9 May 2022 been subject to Family Violence Final Intervention Orders in relation to Kasiani, Chris and his wife until further order. While not currently the case Mary was previously the subject of intervention orders in respect of Kasiani, Chris and his wife and children.
Steve’s acceptance of the Council’s offer to purchase 568–584 Sydney Road occurred approximately two weeks before his unilateral withdrawal of consent to the appointment of CBRE to sell the [Group A Properties]. I can see no basis on the proper construction of the settlement deed to support the proposition that one of the brothers was entitled to withdraw his consent previously given to the appointment of a real estate agent to market and sell any one of the Properties. The unilateral withdrawal by Steve of his consent appears to constitute a clear and ongoing breach of the terms of the settlement deed.[9]
[8]Ruling, [39]–[45]. 568–574 Sydney Road was one of the Superannuation Properties the subject of cl 4.1(b) of the Deed, which sold in November 2024.
[9]Ruling, [46]–[47].
As to the criteria for the appointment of a receiver, the judge referred to s 37 of the Supreme Court Act 1986 and Warren J’s summary of the relevant authorities in Martyniuk v King (‘Martyniuk’).[10] The judge summarised the parties’ submissions, and then set out his conclusions about the power to appoint a receiver:[11]
[10][2000] VSC 319, [14]–[38] (‘Martyniuk’).
[11]Ruling, [69]–[72].
The power in s 37(1) of the [Supreme Court Act 1986] to appoint a receiver is a power that may be exercised by the Court wherever it is ‘just and convenient’ to do so.
I do not accept Steve’s submission that without being satisfied there is an imminent risk to property it is not open to make an order appointing receivers. I agree with the observations by Beach J in Australian Securities and Investments Commission v Hopkins,[12] made in the context of the equivalent statutory power in s 57 of the Federal Court of Australia Act 1976 (Cth) to appoint a receiver where it is ‘just or convenient to do so’ that:
The condition on the grant of the statutory power under s 57 is expressed in broad terms, being where it is “just or convenient so to do”. It may be noted that the statutory power does not countenance a limitation on the exercise of the power or an implicit fetter based upon phraseology such as that the appointment of a receiver is a “drastic” remedy and the power should be exercised only in “extraordinary circumstances”. That is not the phraseology of the statutory power that I am requested to exercise and nor is any such limitation consistent with the authority of this Court, whatever has been said by any State intermediate appellate court.
I also agree with the statement by French J, as his Honour then was, in University of Western Australia v Gray (No 6)[13] to which Beach J referred in ASIC v Hopkins that:
The power of the Court to appoint a receiver is statutory. It has its origins, however, as an equitable remedy. An order in the nature of an equitable remedy can be made under s 23 of the Act. The class of circumstances in which such power may be exercised is not closed. Nor are the purposes for which a receiver may be appointed and the powers and conditions attaching to such an appointment. There may be many circumstances of considerable diversity which would warrant such an order and it is important that the discretion not be unnecessarily confined by any particular line of cases to which it has been applied.
I do not accept the submission by Steve, made by reference to statements by the Full Court in Bond Brewing, that in all cases where there is an application to appoint a receiver the power to do so involves the grant of an ’extraordinary and drastic remedy’ which ‘should be exercised with care and caution’ and that receivership is a drastic course allowed only under pressing circumstances and granted only with reluctance and caution ‘and only where the court is satisfied there is imminent dangers of loss if it is not exercised’.[14]
[12][2024] FCA 1371 (‘ASIC v Hopkins’).
[13][2006] FCA 1825, [71] (‘Gray’).
[14]Referring to National Australia Bank Limited v Bond Brewing Holdings Limited [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ) (‘Bond Brewing’).

The judge then explained why he did not accept that statements made by the Full Court in National Australia Bank Limited v Bond Brewing Holdings Limited[15] (‘Bond Brewing’) had the effect contended by Steve, by reference to circumstances in which the appointment of a receiver is commonly held to be ‘just and convenient’.[16] The judge described the facts of Bond Brewing as ‘stark’ and ‘a long way from the present circumstances’,[17] and continued:[18]
This case involves an application by one group of parties to a settlement deed intended to put an end to four years of bitter litigation between family members for the appointment of a receiver. The appointment is sought in the context of a complete breakdown in the relationship between the family members, evidence of a large number of breaches of the terms of the settlement deed by the defendants and of ongoing disputes concerning the sale of properties is the subject of the settlement deed by CBRE to whose appointments Steve had previously agreed.
As Warren J noted by reference to earlier authorities and texts in Martyniuk, a receivership is equitable in nature, the remedy is flexible and can be moulded to the needs of the situation. In this case what is sought is the appointment of receivers to ensure the timely performance of the sale of real properties for which the settlement deed provides after a period of more than six months of recurring breaches and delays occasioned by the conduct of the defendants and the failure of the brothers to be able to act cooperatively and to resolve their differences when disputes arose.
The correct approach to the present application is to apply the language of s 37(1) [of the Supreme Court Act 1986], to consider whether it is ‘just and convenient’ to appoint receivers to sell the [Properties] having regard to the court’s obligation to give effect to the overarching purpose in s 8(1) of the CPA. The statutory obligation in s 8(1) of the CPA is an obligation that was not in existence at the time of the decision of the Full Court in Bond Brewing or at the time of the decisions of Warren J in Martyniuk and [Yunghanns v Candoora No 19 Pty Ltd (No 2)[19]]. As French J observed in University of Western Australia v Gray (No 6),[20] it is important that the discretion to appoint a receiver not be unnecessarily confined by any particular line of cases in which it has been applied.
I nonetheless proceed on the basis that it is important to approach an application such as the present with caution. I accept that a proper case, by which I mean as Warren J referred in Martyniuk, a strong case for the appointment must be made out.[21]
[15][1991] 1 VR 386.
[16]Ruling, [73]–[74].
[17]Ruling, [76]–[80], referring to Bond Brewing [1991] 1 VR 386, 388 (1) and (2), 530, 538, 549 (Kaye, Murphy and Brooking JJ).
[18]Ruling, [81]–[84].
[19](2000) 35 ACSR 34; [2000] VSC 300 (‘Yunghanns’).
[20][2006] FCA 1825, [71].
[21]Martyniuk [2000] VSC 319, [20].
On that basis, the judge was comfortably satisfied that it was just and convenient to make orders for the appointment of receivers, substantially in the form sought by Chris and Kasiani. He gave nine reasons for that conclusion:
(a)First, Chris and Kasiani had a strong prima facie case. The terms of the Deed were clear and credit was unlikely to be material to the outcome at trial.[22]
[22]Ruling, [86]–[88].
(b)Second, there had been a total breakdown in the relationship between the parties and they were unlikely to be able to cooperate to carry out their obligations under the Deed.[23]
(c)Third, past breaches by Steve and to a lesser extent Mary had resulted in significant delays in the implementation of the Deed. It was highly desirable and in the interests of all parties to minimise the risk of further delays and opportunities for disruption and disputation. The appointment of receivers was likely to promote such an outcome, and was necessary to ensure that previous flouting and ignoring of contractual obligations by Steve and Mary was not continued or repeated.[24]
(d)Fourth, Steve’s continued insistence that he was entitled to unilaterally withdraw his consent to the appointment of CBRE to sell the Group A Properties created an ongoing impediment to the performance of the Deed. Without the appointment of a receiver, that unresolved issue would hang over any steps taken by CBRE or any other agent appointed to sell any of the Properties, with the potential to severely undermine the timely and effective performance of obligations under the Deed.[25]
(e)Fifth, unless receivers were appointed to achieve a timely sale program, the Properties over which NAB holds security were in jeopardy of sale by the mortgagee. The NAB Facility had been extended only until 30 June 2025, in the context of the proposed sale program. The NAB Facility of itself meant that it was just and convenient to appoint independent receivers to sell the real property assets, to ensure that creditors were paid and that assets were not put in jeopardy.[26]
(f)Sixth, the judge did not accept that the appointment of receivers would have the consequence that asset sales would be conducted at a lower value. Rather, he anticipated that receivers when appointed would act in a manner consonant with their duties.[27]
(g)Seventh, there was merit in the submission that the costs of the receivers, which they had agreed to cap, could well be less than the legal costs of ongoing disputes between the parties if left to themselves. It was reasonable to anticipate that the appointment of receivers would not result in increased costs, and would assist to put an end to the disputes.[28]
(h)Eighth, the Properties to be sold are investment properties, which the parties have already agreed are to be sold. Appointing receivers does not carry the risk of irreparable injury to any party.[29]
(i)Ninth, to order the appointment of receivers would be consistent with the obligation in s 8(1) of the Civil Procedure Act 2010 to give effect to the overarching purpose:
When family members have engaged in heavily contested litigation over a number of years and had been able to reach a comprehensive and detailed agreement to resolve their dispute on commercial terms, it is important that the court do what it can, consistent with the proper exercise of the power in s 37(1) of the [Supreme Court Act 1986] to assist in ensuring the efficient and effective implementation and performance of the settlement deed as agreed by the parties. By making orders for their appointment, the receivers can go ahead and sell the Properties as under the settlement deed the parties agreed is to take place. If the parties wish to pursue the litigation the subject of the proceeding they will be able to do so, but the realisation of the real property can and will continue in the meantime.[30]
[23]Ruling, [89].
[24]Ruling, [90]–[95].
[25]Ruling, [96]–[97].
[26]Ruling, [98].
[27]Ruling, [99].
[28]Ruling, [100]–[101].
[29]Ruling, [102].
[30]Ruling, [103].
The judge noted that Chris had instructed his counsel to give the usual undertaking as to damages on his behalf, and accepted that in the circumstances it was unnecessary also to require the usual undertaking from Kasiani.[31] Finally, the judge indicated he considered it an appropriate case to dispense with the provision of security by the receivers.[32]
[31]Ruling, [104]–[105].
[32]Ruling, [106].
Order 4 of the orders made by the judge on 8 May 2025 was in the following terms:
Pursuant to s 37 of the Supreme Court Act 1986 (Vic) and r 39.02 of the Supreme Court (General Civil Procedure) Rules 2015 (Vic) (‘the Rules’) Mr Lindsay Bainbridge and Andrew Reginald Yeo of Pitcher Partners be appointed as joint and several receivers (‘Receivers’), without security, over the following properties:
(a) 479 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 8055 Folio 072 (‘479 Lygon Street’);
(b) 481 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 8055 Folio 070 (‘481 Lygon Street’);
(c) 483 Lygon Street, East Brunswick, being the property more particularly described in Certificate of Title Volume 4928 Folio 464 (‘483 Lygon Street’)
(d) 169-173 St Georges Road, Fitzroy North, being the property more particularly described in Certificate of Title Volume 7608 Folio 032 (‘St Georges Road’);
(e) 14 York Street, South Melbourne, being the property more particularly described in Certificate of Title Volume 10059 Folio 454 (‘York Street’);
(f) 635-637 Sydney Road, Brunswick, being the property more particularly described in Certificate of Title Volume 10142 Folio 512 (‘635 Sydney Road’);
(g) Lot 1, 164 King Way, South Melbourne, being the property more particularly described in Certificate of Title Volume 10117 Folio 486 (‘Lot 1 Kings Way’); and
(h) Lot 2, 164 King Way, South Melbourne, being the property more particularly described in Certificate of Title Volume 10117 Folio 487 (‘Lot 2 Kings Way’), (‘the Properties’),
with:
(i) all of the powers provided in s 420 of the Corporations Act 2001 (Cth); and
(j) the power to remove, dispose and/or otherwise convert all chattels and personal property, including vehicles, that remain at any of the Properties by 12 May 2025 in accordance with s 420A of the Corporations Act 2001 (Cth),
for the purpose of taking all steps, execut[ing] all documents and doing all things necessary to sell those properties (‘Appointment’).

Application for leave to appeal

Steve seeks leave to appeal from the orders appointing the receivers on two proposed grounds of appeal:
(a)Ground 1 is that the judge erred in not applying established principles to the application for the appointment of receivers under s 37 of the Supreme Court Act 1986 and r 39.02 of the Supreme Court (General Civil Procedure) Rules 2015;
(b)Ground 2 is that the judge erred in not giving separate consideration to the position of each property over which the application for appointment of receivers was made.[33]
[33]A third proposed ground was that the judge erred in ordering interlocutory relief which went beyond the underlying pleaded causes of action. In oral argument, Steve accepted that this ground had been superseded by the amendment of the statement of claim.
Generally, this Court will only grant leave to appeal from an interlocutory order of a judge of the Trial Division where the order involves some error of principle and would work a substantial injustice to one of the parties.[34] In order to obtain leave to appeal, Steve must establish a real prospect of success on one or both of his grounds of appeal, and also that he would suffer substantial injustice if the order was left in place.
[34]Warburton Environment Inc v VicForests [2021] VSCA 194, [112] (Niall, Emerton and Kennedy JJA), citing Adam P Brown Male Fashions Pty Ltd v Philip Morris Inc (1981) 148 CLR 170, 177 (Gibbs CJ, Aickin, Wilson and Brennan JJ); [1981] HCA 39; Niemann v Electronic Industries Ltd [1978] VR 431, 442 (Murphy J); BHP Petroleum Pty Ltd v Oil Basins [1985] VR 756, 758 (Fullagar J); Australian Dairy Corporation v Murray Goulburn Cooperative Co Ltd [1990] VR 355, 364–5 (McGarvie J), 380 (Marks J).
It is convenient to consider first whether, if the order were wrongly made, it would work a substantial injustice on Steve, before considering the grounds of appeal.

Substantial injustice?

Steve contended that he would suffer substantial prejudice if the order was not set aside, because the effect of the interlocutory relief appointing receivers to the Properties for the purposes of their sale is akin to final relief in the proceeding. He submitted that the injustice that would result from allowing the orders to stand was manifest. The specific injustice flowing from the orders was that the proprietors of the Properties would be prevented from carrying out the sale process in accordance with the Deed, which gave them some control and oversight of the process. Further injustice would result from the additional costs of the receivers. Steve was also concerned that the sale of all the Properties at the same time might diminish the price achieved for each of them, given that some of the Properties were located in close proximity and there was a risk that the sales would be perceived as distressed sales.
In support of this submission, Steve referred to the letter of engagement dated 1 December 2024 setting out the receivers’ fee proposal, scope of services, and approach. Based on that letter, Steve said it appeared that the receivers intended to sell all of the Properties at the same time, with an appreciable risk that the Properties would be sold at a lower value than if sold through the existing arrangements under the Deed, which allowed the parties some flexibility in the sequencing of sales. Steve said that he and the other parties would suffer financial prejudice if that risk materialised. He observed that, if the receivers sold any of the Properties, those transactions could not later be unwound.
Chris and Kasiani argued that leave to appeal should be refused because no substantial injustice arises from the ruling. They said that, in circumstances where the parties had already agreed to sell the Properties, losing control of the method of sale was not relevantly an injustice. They disputed that the appointment of receivers might cause the Properties to be sold for a lower price or with higher overall sale costs. Further and in any event, they pointed out that Chris has given the usual undertaking as to damages.
Separately, the receivers filed an affidavit of Lindsay Bainbridge dated 22 August 2025, made to inform the parties and the Court of the current status of the receivership and the further works required prior to the sale of the Properties. Among other things, Mr Bainbridge’s affidavit outlined the steps the receivers had taken towards selling the Properties in the five days between their appointment and the orders being stayed. The affidavit also set out the proposed sale program for the Properties, formulated by the receivers with their vendor advocate and property recovery adviser. Five of the Properties are vacant and four of them require cleaning and repairs before they can be marketed for sale. The remaining three properties are tenanted and have been assessed as ready for sale. Mr Bainbridge deposed in respect of each of the Properties that it would not be marketed as a receiver or distressed sale.

Consideration of whether the order works substantial injustice

In the Deed, the parties agreed to sell the Properties at the times and by the methods provided in the Deed. In respect of each of the Group A Properties, the sale was to be ‘immediate’ and in accordance with the recommendation of the relevant real estate agent, unless otherwise agreed between Chris and Steve in writing. The Kings Way Properties were to be sold following completion of the rent review process, as recommended by the real estate agent appointed under cl 10 of the Deed, unless otherwise agreed. Chris and Steve agree that the rent review process was completed on 28 October 2024.
If the orders remain in place pending trial, the Properties will be sold by the receivers rather than by the agreed sale process set out in the Deed. The only material differences between the two sale processes are that, under the orders, the parties are no longer able to agree not to adopt the recommendations of the relevant agent as to the sale, and will incur the receivers’ fees on top of the other sale costs.
We are not satisfied that these differences would work any substantial injustice to Steve, for four reasons.
First, there has been total breakdown in the relationship between the parties and they are not likely to be able to cooperate to carry out their obligations under the Deed.[35] There is little prospect that they will agree on an agent, where they are in dispute about whether Steve can withdraw his consent to the appointment of CBRE, and there is no likelihood that they will agree on an alternative method of sale. The control over the sale process retained under the Deed is slight, given the parties’ general inability to agree.
[35]Ruling, [89].
Second, the evidence does not support Steve’s concern that sale of the Properties by the receivers might achieve a lower price than sale in accordance with the Deed. The receivers have duties to take reasonable care to sell the Properties for not less than their market value,[36] and can reasonably be expected to act consonantly with those duties.[37] The sale program proposed in Mr Bainbridge’s recent affidavit is consistent with that outcome, including his reassurance that none of the Properties will be marketed as a receiver or distressed sale.
[36]Corporations Act 2001 (Cth), s 420A(1)(a).
[37]Ruling, [99].
Third, it is unlikely that the overall sale costs will increase if the receivers sell the Properties. Indeed, the additional fees to be paid to the receivers may well be less than the legal costs of ongoing disputation, if the parties were left to themselves to sell the Properties by the process agreed in the Deed.[38]
[38]Ruling, [100]–[101].
Fourth, in the unlikely event that sale of the Properties by the receivers causes Steve to suffer some loss, he has the protection of the undertaking as to damages given by Chris.
Leave to appeal should be refused on the basis that the orders will not work any substantial injustice to Steve. For completeness, we will go on to consider the two grounds on which Steve says the orders should be set aside.

Ground 1

Steve submitted that the judge erred in not applying the following well-established principles to an interlocutory application for appointment of a receiver:
(a)First, the general ground on which the Supreme Court appoints receivers is ‘ultimately in every case the protection or preservation of property for the benefit of persons who have an interest in it’.[39] The principle has been widely adopted and applied in the Supreme Court and in other superior courts.[40]
(b)Second, the drastic step of appointing a receiver on an interlocutory basis ought only be taken where the court is satisfied of imminent danger of loss.[41] The judge was wrong to consider that this aspect of the Full Court’s reasoning in Bond Brewing was limited to the particular factual circumstances of that case.
(c)Third, the appointment of a receiver is a remedy of last resort.[42]
[39]Referring to Martyniuk [2000] VSC 319, [15] (Warren J); Yunghanns (2000) 35 ACSR 34, 47 [65] (Warren J); [2000] VSC 300.
[40]Supreme Court of Victoria: Nastas Investments Pty Ltd v Think Partitions Pty Ltd [2020] VSC 653, [74]–[75] (Delany J); Re DIP Gailey Road Pty Ltd [2021] VSC 345, [26], [41] (Connock J); Lidgett v Lidgett [2023] VSC 743, [81]–[87], [148] (Daly AsJ); Deutsch v Deutsch [2011] VSC 345, [24] (Dixon J) (‘Deutsch’). Other superior courts: Gray [2006] FCA 1825, [72] (French J); Sapphire (SA) Pty Ltd v Ewens Glen Pty Ltd [2011] FCA 600, [15] (Besanko J).
[41]Referring to Bond Brewing [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ); Deutsch [2011] VSC 345; McLean v McKinlay and Ors [2004] WASC 2, [24]–[28] (Johnson J).
[42]Referring to Bond Brewing [1991] 1 VR 386, 546 (Kaye, Murphy and Brooking JJ); Martyniuk [2000] VSC 319, [27] (Warren J).

In Steve’s submission, had the judge correctly applied these principles, he would have dismissed the application for the appointment of receivers. He said that the judge made no finding that there was any need to protect or preserve the Group A Properties for the benefit of persons with an interest in them. Nor was there a finding, or evidence, that those properties were at risk of any loss, far less in imminent danger of loss. Absent those findings, the judge erred in appointing receivers to those properties. In respect of the Kings Way Properties and York Street, Steve said that the evidence allowed only speculation as to the possible future risk to those properties, which could not be described as imminent or urgent.

Steve further submitted that, had the judge applied the principle that appointment of receivers is a remedy of last resort, he ought properly to have considered alternative, and less drastic, relief directed to addressing the specific breaches of the Deed alleged.
Chris and Kasiani responded that the judge was not confined to exercising the power in s 37 only for the purpose of the protection and preservation of property. While that is a general ground for the appointment of a receiver, a receiver may also be appointed in other circumstances, including where misconduct, waste, or improper management of assets is shown, or where a trust is in a state of disarray.[43] They submitted that the class of cases in which a receiver could be appointed was not closed, and that the Court’s discretion should not be unnecessarily confined by any particular line of cases in which the power has been exercised.[44]
[43]Referring to Martyniuk [2000] VSC 319, [14] (Warren J); Yunghanns (2000) 35 ASCR 34, 47 [64] (Warren J); [2000] VSC 300.
[44]Referring to Gray [2006] FCA 1825, [71] (French J); ASIC v Hopkins [2024] FCA 1371, [104] (Beach J).
More particularly, Chris and Kasiani contended that the Court’s discretion to appoint a receiver is not confined to circumstances where there is an imminent danger of loss. They pointed out that the facts of Bond Brewing involved extraordinary circumstances, including that the application to appoint a receiver was made ex parte. They noted that the Full Court in Bond Brewing had countenanced that different considerations would be relevant, depending on the potential consequences to the defendant,[45] and submitted that Bond Brewing did not govern all circumstances in which a receiver could be appointed under s 37 of the Supreme Court Act 1986.
[45]Referring to Bond Brewing [1991] 1 VR 386, 539–40, 546 (Kaye, Murphy and Brooking JJ).
Further, Chris and Kasiani said that Steve had not identified what alternative, less drastic remedy would be appropriate in the circumstances. They pointed out that Steve had submitted before the judge that he should be very reluctant to order a mandatory injunction, given the possibility of contempt proceedings for non-compliance.
In Chris and Kasiani’s submission, the judge was correct to find that it was just and convenient to order the appointment of receivers to ensure the timely sale of the Properties pursuant to the Deed. They endorsed the judge’s finding that there had been a total breakdown in the relationship between family members, such that they were unlikely to be able to cooperate to carry out their obligations under the Deed.[46] They also emphasised the evidence of financial risk to the parties, including potential default of the NAB Facility secured by York Street and the Kings Way Properties. In those circumstances, Chris and Kasiani submitted, the appointment of receivers was just and convenient and no lesser remedy was appropriate.

Consideration of Ground 1

[46]Referring to Ruling, [89].

Section 37 of the Supreme Court Act 1986 provides that the Court may, by order, whether interlocutory or final, appoint a receiver if it is just and convenient to do so. This broad and flexible power is the modern form of ‘one of the oldest remedies in the Court of Chancery’, a remedy ‘used in a wide variety of situations in which there was a need for the interim protection of property (and the income of property), including disputes about partnerships, sales or mortgages of land, and administration of estates’.[47] Over centuries, the appointment of a receiver has proved to be a useful remedy, being ‘in many cases the most effective way of “holding the ring” between warring litigants until the disputed issues could finally be determined’.[48]
[47]Capewell v Revenue and Customs Commissioners [2007] 1 WLR 386, 392 [19] (Lord Walker, Lords Nicholls, Hoffmann, Rodger and Mance agreeing); [2007] UKHL 2 (‘Capewell’).
[48]Capewell [2007] 1 WLR 386, 393 [20] (Lord Walker, Lords Nicholls, Hoffmann, Rodger and Mance agreeing); [2007] UKHL 2.
A conventional exercise of the power is the appointment of a receiver to the property of a trust, on the application of a beneficiary. Applications of this kind were the subject of Yunghanns v Candoora No 19 Pty Ltd (No 2) (‘Yunghanns’)[49] and Martyniuk, in which Warren J surveyed the authorities and texts relevant to the power to appoint a receiver to trust property. In Yunghanns, her Honour distilled the following three principles:
First, the courts will appoint a receiver of trust property (on an interlocutory and/or permanent basis) where that property is in jeopardy through misconduct, waste, improper disposition, breach of the trustee's duty or the unsuitable character of the trustee. Second, the case in favour of appointment of a receiver must be a strong one but in assessing the risk to the trust the courts will apply a qualitative judgment. Third, a receiver will be appointed to preserve the benefit of a person who has an interest in trust property.[50]
[49](2000) 35 ACSR 34; [2000] VSC 300.
[50]Yunghanns (2000) 35 ACSR 34, 52 [84] (Warren J); [2000] VSC 300.
In this case, the judge (and the parties) accepted the principles as summarised in Martyniuk, including that appointment of a receiver is a matter of last resort and that the power to do so is to be exercised with great care and caution.[51]
[51]Martyniuk [2000] VSC 319, [14]–[17], [20]–[22], [27]–[29] (Warren J), quoted at Ruling, [49].
The leading Victorian authority concerning the appointment of receivers is Bond Brewing. That case involved the appointment of receivers and managers to six companies in the Bond Brewing Holdings group, including three operating brewery companies. The appointment was made on the application of a group of banks who were unsecured creditors under a loan agreement between the banks and the Bond companies. The initial interlocutory order appointing the receivers and managers was made without notice to the Bond companies, and without the banks giving any undertaking as to damages. It was described by the Full Court as ‘perhaps the most momentous ex parte order ever made by an Australian court, resulting as it did in the immediate loss to the companies of their powers to manage and control their own affairs’ and a change in the control of assets worth possibly billions of dollars.[52]
[52]Bond Brewing [1991] 1 VR 386, 530 (Kaye, Murphy and Brooking JJ).
The Full Court set aside the receivership order, and made a number of statements of principle about the circumstances in which a receiver may be appointed, starting with the following general observations:
The appointment of a receiver is one of the oldest remedies of the Court of Chancery, and a very useful remedy it is. But its very efficacy means that a corresponding caution must attend its employment. Where a receiver is sought to protect property of which no-one is in actual possession, no-one will be ousted by the appointment and probably no great harm will be done. But where the subject matter is in the defendant’s hands he may suffer an irreparable wrong by being dispossessed and of course this danger will weigh with a judge from whom the remedy is sought. The appointment of a receiver which is to be, so to speak, at the expense of the defendant’s possession and without his consent is a step never to be taken without proper consideration of the defendant’s position … Where a receiver is sought, not merely of a particular asset of the defendant, but of all his assets, particular caution is required and where, as in the present case, the receiver is to possess himself of and to manage the assets and undertaking of a collection of companies which, whether they are solvent or not, are in a very large way of business, very great circumspection is required. …[53]
[53]Bond Brewing [1991] 1 VR 386, 539–40 (Kaye, Murphy and Brooking JJ).
Noting the grave consequences for a company of an order which ‘robs it of control over its own assets and business’, the Full Court said:
No court will make such an order unless convinced of its necessity. A case for some kind and degree of interlocutory relief may be made out which falls short of this extremely drastic remedy; for example, the court may not be satisfied … that in all the circumstances it should do more than grant an injunction.[54]
[54]Bond Brewing [1991] 1 VR 386, 540 (Kaye, Murphy and Brooking JJ).
The Full Court then commenced a detailed consideration of the circumstances in which a receiver might be appointed on an ex parte application. They referred to the American reference text American Jurisprudence 2d, which emphasised the drastic nature of the power to appoint a receiver, and described the power as ‘a drastic, harsh and dangerous one’ which ‘should be exercised with care and caution’, ‘under pressing circumstances’, and ‘only where the court is satisfied there is imminent danger of loss if it is not exercised’.[55] They went on to quote the following summary of the effect of the American authorities:
A court in exercising its discretion to appoint or refuse a receiver must take into account all the circumstances and facts of the case, the presence of conditions and grounds justifying the relief, the ends of justice, the rights of all the parties interested in the controversy and subject matter, and the adequacy and effectiveness of other remedies. This discretion is to be exercised with great caution and circumspection, after full consideration of the facts of a particular case and the interests of all parties concerned, for a reason strongly appealing to the judge to whom the application is made.
The appointment of a receiver should be denied where it is likely to do irreparable injury to others, or where greater injury will probably result from the appointment than if none were made.[56]
[55]Bond Brewing [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ).
[56]Bond Brewing [1991] 1 VR 386, 541–2 (Kaye, Murphy and Brooking JJ), quoting Thomson Reuters, American Jurisprudence 2d, ‘65 Receiverships’ [20].
After describing the effect of the lack of notice given to the Bond companies, the Full Court turned to the jurisdictional basis to appoint receivers. Their Honours explained that the applicant need not have a proprietary interest in the property concerned, and the relevance of the adequacy of legal remedies to the proper exercise of the jurisdiction to appoint a receiver:
We know of no principle which allows the appointment of a receiver only on the application of a person who asserts some proprietary interest in the property concerned. Of course from the very nature of the remedy the basis of the application for a receiver will often be that the court should make an order designed to protect property at the request of one who has an interest in it. The right for the protection of which the remedy is sought will, in other words, often be an interest in the property… But on principle all that need be shown to give rise to the discretion to appoint a receiver — how that discretion should be exercised is another matter — is that the applicant has a right which will be protected or enforced by the grant of that remedy and that no adequate remedy at law is available. (If there is an adequate remedy available in equity, for example, the grant of an injunction, then that may induce the court not to exercise its discretion in favour of appointing a receiver.) You can if you like speak of the need for an interest, in the widest sense, in the property in question as a prerequisite to the appointment of a receiver, but this is we think correct only in the sense that the applicant must show that he has some legal or equitable right which will be protected or enforced by the making of the order sought and that no other available remedy is adequate for that purpose. (We are not for the moment speaking of the special case where consent, or something close to consent, may induce the court to exercise a jurisdiction that it would not otherwise exercise.)
…
The result of the authorities is that it may not now be possible to state with confidence the limits of the power to grant injunctions. But we would say that, just as an injunction may be granted for the protection of some legal or equitable right where no lesser remedy will meet the case, so may a receiver be appointed.[57]
[57]Bond Brewing [1991] 1 VR 386, 545–6 (Kaye, Murphy and Brooking JJ).
The Full Court then turned to the question of whether receivers could and should be appointed in order to administer the affairs of companies in financial difficulties, surveying several cases in which an order of that kind had been made.[58] While their Honours considered that there was jurisdiction or power to appoint a receiver and manager to a financially embarrassed company on the application of a hostile creditor, they did not think it would be exercised, because the making of such an order is not necessary for the protection or enforcement of the applicant’s rights as an unsecured creditor. The Full Court reiterated the principle that ‘equitable relief should not be granted unless there is no adequate legal, or for that matter no adequate and less drastic equitable, remedy’.[59]
[58]Bond Brewing [1991] 1 VR 386, 547–8 (Kaye, Murphy and Brooking JJ).
[59]Bond Brewing [1991] 1 VR 386, 553 (Kaye, Murphy and Brooking JJ).
The Full Court concluded that the primary judge had erred in appointing receivers and managers to the companies, for reasons that included failure to consider the ‘intrinsically drastic nature of an order appointing receivers and managers who are to dispossess the owner’ and the ‘particularly drastic nature of an order which appoints receivers and managers of the whole undertaking and all the assets of a group of companies which are directly or through subsidiaries engaged in trade’.[60] An injunction to prevent the making of payments in breach of covenant was an obvious and much less drastic remedy.
[60]Bond Brewing [1991] 1 VR 386, 555 (Kaye, Murphy and Brooking JJ).
Bond Brewing was a remarkable case in many respects, including because it involved the appointment of receivers and managers to trading companies on the application of unsecured creditors with no proprietary interest in the companies’ assets. It is considered an important authority on the principles concerning the appointment of receivers of the assets of companies. Meagher, Gummow & Lehane’s Equity: Doctrines & Remedies summarises those principles as follows:
First, there is no principle which requires that an applicant for the appointment of a receiver have a proprietary interest in the property concerned. There is jurisdiction to appoint a receiver on application by an unsecured creditor in a case where no adequate remedy is available at law. As a matter of discretion, the relief is likely to be refused where some other, less drastic but adequate equitable remedy — for example, an injunction — is available.
Secondly, although the court has jurisdiction, on the application of the company or a creditor, to appoint a receiver to manage the affairs of an insolvent or financially embarrassed company, as a matter of discretion it will not do so, at least in the absence of consent of both the company and at least a substantial body of its creditors.
Thirdly, while in some cases it would be appropriate to appoint a receiver if it were necessary to prevent, for example, wrongful dispositions of a company’s funds or property, this would not be so where a less drastic remedy — for example, an injunction — was available, and would equally serve the purpose. The universality of the requirement was departed from where the appointment of the receiver was not opposed and did not have the effect of interfering with the going concern in a drastic, intrusive and invasive way, but simply protected disadvantageous property that did not represent a viable enterprise while a new owner endeavoured to make it viable.
Fourthly, an order should be made on ex parte application only in a clear case of urgency, where less drastic remedies were inadequate and where the balance of convenience, having regard to the great prejudice to a defendant caused by such an order, justified it; an undertaking by the plaintiff as to damages should always be required; and the appointment should be made only for a very brief period.[61]
[61]JD Heydon et al, Meagher, Gummow & Lehane’s equity: doctrines & remedies (LexisNexis Butterworths, 5^th ed, 2014) 968 (citations omitted).
As far as we can ascertain, Bond Brewing is the most recent appellate consideration of the principles governing the power to appoint a receiver.[62] Numerous single judge decisions have acknowledged the gravity of a receivership order, while also emphasising the breadth of the power and the flexibility of the remedy.[63] Receivers have been appointed in a wide variety of cases, each dependent on its own facts, from which it is difficult to extract general principles.[64]
[62]While several appellate courts have considered the power since Bond Brewing, none of the judgments set down principles applicable to its exercise: see Cardile v LED Builders Pty Ltd (1999) 198 CLR 380, 398 [36]–[37] (Gaudron, McHugh, Gummow and Callinan JJ); [1999] HCA 18; Choy v St Kilda Baths Pty Ltd [1999] VSCA 212, [6] (Ormiston JA), [36] (Batt JA, Brooking JA agreeing at [1]); First Netcom Pty Ltd v Telstra Corporation Ltd (2000) 101 FCR 77, 88 [39], 89 [45] (Beaumont, Burchett and Emmett JJ); [2000] FCA 1269; Faamate v Congregational Christian Church in Samoa-Australia (Ipswich Congregation) (2020) 4 QR 221, 244–5 [64]–[70] (McMurdo JA, Lyons SJA and Boddice J agreeing at [80] and [81]); [2020] QCA 87.
[63]See, eg, Gray [2006] FCA 1825, [71] (French J); Ao Qing Investment Pty Ltd v 52 Lord St East Perth Pty Ltd (No 2) [2023] FCA 293, [39]–[40] (Jackson J) (‘Ao Qing’); ASIC v Hopkins [2024] FCA 1371, [104] (Beach J); Entama Enterprise Pty Ltd v Consystex Pty Ltd, in the matter of Consystex Pty Ltd [2025] FCA 468, [10] (Owens J).
[64]Ao Qing [2023] FCA 293, [40] (Jackson J).
Steve contended that there are three established principles concerning the appointment of receivers, each of which he said the judge failed to apply.
First, Steve said that the basis for the appointment of a receiver was ‘ultimately in every case the protection or preservation of property for the benefit of persons who have an interest in it’.[65] However, the judge had made no finding that there was any need to protect or preserve the Group A Properties, for example because of waste or misconduct of the trusts.
[65]Referring to Martyniuk [2000] VSC 319, [15] (Warren J).
The judge appointed the receivers to protect and preserve the interests of the parties in the performance of the Deed, under which time is of the essence. Although the parties had agreed to the expeditious sale of the Properties, and a process for doing so, the complete breakdown in their relationship and Steve and Mary’s ‘flouting and ignoring of their contractual obligations’ had impeded the implementation of the Deed. The notion that a receiver is appointed to protect or preserve property does not mean that the receiver must hold the property so as to preserve it intact. It is commonplace to arm a receiver with the power of sale, and it may be, as it is in this case, that the critical interest of the parties is not retaining property but realising its value by sale and then distributing the proceeds. In that context, deferring the sale was inconsistent with the bargain in the Deed.
It was therefore not to the point that the judge made no findings that the trusts were being mismanaged, that five of the Properties were vacant, or that delay was affecting the value of the Properties in a way that amounted to waste. Preservation and protection of the Properties was not the judge’s focus. Rather, the orders were directed to preserving and protecting the benefit of the parties’ agreement set out in the Deed.

Next, Steve submitted that Bond Brewing established, as a binding principle, that the drastic step of appointing a receiver on an interlocutory basis ought only be taken where the court is satisfied of imminent danger of loss.[66] He submitted that the judge wrongly limited this aspect of the reasoning in Bond Brewing to the particular factual circumstances of that case. The argument concerned the judge’s statements that he did not accept Steve’s submissions that, in all cases, the appointment of a receiver is a drastic remedy that could only be ordered where the court is satisfied of imminent danger of loss.[67]
[66]Referring to Bond Brewing [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ); Deutsch [2011] VSC 345; McLean v McKinlay and Ors [2004] WASC 2, [24]–[28] (Johnson J).
[67]Ruling, [70], [72], see [19] above.
We do not agree that Bond Brewing stands for the proposition that, in every case, the appointment of a receiver is a drastic remedy. In every case, it will involve the loss of control of the property and, in itself, this is a significant matter, calling for caution. Beyond that, the practical significance of the order will depend on the context. It certainly was a drastic remedy in Bond Brewing, due to the manner in which the receivers were appointed, the terms of their appointment, the undertakings and assets of which they took control, and the dispossession of the owner.[68] In a different case, the impact may be more benign. An example given in Bond Brewing was the appointment of a receiver to protect property of which no-one is in possession and where no-one is ousted by the appointment. In such a case, ‘probably no great harm will be done’.[69]
[68]Bond Brewing [1991] 1 VR 386, 555 (Kaye, Murphy and Brooking JJ), see [55] above.
[69]Bond Brewing [1991] 1 VR 386, 539 (Kaye, Murphy and Brooking JJ), see [50] above.
In the circumstances of this case, the practical effect of the appointment of receivers to sell investment properties that the parties had already agreed to sell was not at all drastic. None of the parties was in possession, and no-one was ousted from any of the Properties. The judge was not persuaded that appointing receivers would result in the Properties being sold for lower value or at higher cost to the parties. There was no risk of irreparable injury to any party.
We also do not agree that Bond Brewing established, as a general principle, that a receiver can only ever be appointed where there is ‘imminent danger of loss’. That phrase appears in a summary of a passage in an American reference text, in the middle of a lengthy discussion of the caution to be exercised on an ex parte application for the appointment of a receiver.[70] It did not feature in the Full Court’s later conclusions about the principles to be applied when all interested parties have had an opportunity to be heard.[71] Bond Brewing is strong authority for the proposition that an order appointing a receiver should not be made without notice except in a case of emergency or ‘imperious necessity’. When an application is made on notice, the balance of convenience between the parties can be more fully considered.
[70]Bond Brewing [1991] 1 VR 386, 541 (Kaye, Murphy and Brooking JJ), see [52] above. The discussion of ex parte applications begins at 540 and continues to 543.
[71]Bond Brewing [1991] 1 VR 386, 545–6, 555 (Kaye, Murphy and Brooking JJ), see [53] and [55] above.
In any event, there was ample evidence in this case of imminent danger of loss of the benefit of the Deed, being the timely sale of the Properties and distribution of the proceeds in the manner agreed. The recurring pattern of breaches by Steve had significantly delayed the implementation of the Deed, and had the potential to continue to do so.
In addition, the judge found that the Kings Way Properties and York Street, which were security for the $15.25 million NAB Facility due to expire on 30 June 2025, were in jeopardy of sale by the mortgagee if a timely sale program could not be achieved.[72] Steve submitted that the evidence before the judge allowed only speculation as to the possible future risk to these properties, which could not be described as imminent or urgent.
[72]Ruling, [98].
A review of the evidence regarding the NAB Facility establishes the following:
(a)When the parties entered into the Deed in August 2024, the NAB Facility had expired and was in default.
(b)Clause 27.1 of the Deed requires Steve and Chris to cooperate and do all things necessary, including signing all documents, to extinguish the NAB Facility and procure releases of all guarantors (Steve, Chris, and a number of Siamidis family companies).
(c)On 27 August 2024, NAB wrote to Steve and Chris outlining its concerns about ongoing breach of financial covenants and that the nominated account had been overdrawn on a number of occasions since expiry of the facility. It required the overdraft to be cleared and the provision of certain information, before it would consider extending the facility. By 19 November 2024, NAB was yet to receive all of the required information, and reminded Chris and Steve that it may issue default notices in relation to the loan.
(d)On 20 November 2024, Steve’s solicitors wrote to NAB advising that Steve and Chris had agreed to sell the Kings Way Properties and York Street, and anticipated that the sale would generate proceeds in excess of the amount owed. Having regard to the steps the parties were taking to pay out the NAB Facility, they requested ‘NAB’s agreement that it will forbear from exercising its rights under the [NAB Facility] pending the sale and settlement of the Properties’.
(e)On 11 December 2024, NAB confirmed its in principle agreement to renew the NAB Facility until 30 June 2025 ‘pending the asset sale strategy and repayment of the Facility’. The agreement was subject to execution of the required documents, which were provided to Steve’s solicitors on 13 December 2024. They returned the documents, signed by Steve and Chris, on 6 February 2025.
(f)By emails dated 5 February 2025 and 3 March 2025, NAB sought updates on the sale process. The evidence did not reveal what, if any, response was provided.
In our view this evidence demonstrated a very real risk that, unless a timely sale of the Kings Way Properties and York Street could be achieved, the NAB Facility would expire on 30 June 2025 and would again be in default. In circumstances where the assurances given to NAB about clearing the debt had not eventuated, and where the sale process had stalled, there was every risk that the bank would lose patience and enforce its rights under the NAB Facility. The risk could not be dismissed as mere speculation, as Steve sought to do. The judge was correct to find that the three properties were in jeopardy of a mortgagee sale, if a timely sale program could not be achieved.
Returning to Bond Brewing, the case did establish two important principles:
(a)first, the power to appoint a receiver should be exercised with caution and only after considering the interests of all parties;[73] and
(b)second, the remedy may be granted for the protection of some legal or equitable right, where no lesser remedy is adequate.[74]
[73]Bond Brewing [1991] 1 VR 386, 555 (Kaye, Murphy and Brooking JJ), see [55] above.
[74]Bond Brewing [1991] 1 VR 386, 539, 545–6, 553, 555 (Kaye, Murphy and Brooking JJ), see [53]–[55] above.
In this case, the judge applied the first principle, acknowledging the importance of approaching the application with caution and the need for a strong case to be made out for the appointment of a receiver.[75] The judge then undertook a careful consideration of the parties’ respective interests, having heard from all sides.[76]
[75]Ruling, [84], see [20] above.
[76]Ruling, [85]–[103], see [21] above.
Steve contended that the judge failed to apply the second of these principles — namely, that the appointment of a receiver is a remedy of last resort.[77] It is correct that a receiver should not be appointed where some other, less drastic remedy will meet the case; in that sense, it is a remedy of last resort.
[77]Referring to Bond Brewing [1991] 1 VR 386, 546 (Kaye, Murphy and Brooking JJ); Martyniuk [2000] VSC 319, [27] (Warren J).
Here, the judge was clearly of the view that no lesser — or less drastic — remedy would protect the parties’ interests in the performance of the Deed. This is evident from the following findings:
(a)There had been a total breakdown in the relationship between the parties and they were not likely to be able to cooperate to carry out their obligations under the Deed.[78]
(b)The appointment of receivers was likely to promote the highly desirable outcome, in the interests of all parties, that the risks of further delays and opportunities for disputation be minimised.[79]
(c)Steve and to a lesser extent Mary had flouted and ignored their obligations under the Deed, and the appointment of independent receivers was needed to ensure that conduct was not continued or repeated.[80]
(d)Without the appointment of receivers, the unresolved issue of Steve’s ability to withdraw consent to the appointment of a real estate agent would hang over any steps taken to sell the Properties, potentially undermining the timely and effective performance of the Deed.[81]
(e)Appointing receivers was the only way of achieving reasonable certainty of a timely sale program, and avoiding the jeopardy of a mortgagee sale of the properties that secure the NAB Facility.[82]
[78]Ruling, [89].
[79]Ruling, [90].
[80]Ruling, [91]–[95].
[81]Ruling, [96]–[97].
[82]Ruling, [98].
It is the case that the judge did not expressly state in his reasons whether some other remedy, short of appointing receivers, would have been adequate to meet the case. Tellingly, Steve did not submit to the judge that some other, less drastic, remedy should be ordered to achieve a timely sale of the Properties. He urged against the grant of a mandatory injunction, given the evident difficulties of enforcing any order that required cooperation between the parties.
Before this Court, Steve submitted that an order restraining him from withdrawing consent was an alternative order available. We do not accept that such an order would have been adequate, given the judge’s findings. It would not have remedied Steve’s earlier withdrawal of consent to CBRE acting as agent to sell the Group A Properties. That would have required a mandatory injunction to provide consent, with all of the potential problems of enforcement identified in argument before the judge. In addition, an order restraining Steve from withdrawing consent would not have addressed the recurring pattern of breaches by Steve of his obligations under the Deed, or mended the breakdown of the parties’ relationship and their inability to cooperate with each other.
The first ground of appeal is not made out. The judge applied established principles in deciding that it was just and convenient to appoint the receivers.

Ground 2

Steve’s second ground concerned the absence in the original statement of claim of any alleged breaches of the Deed in respect of the Kings Way Properties. He acknowledged that the proposed amended pleading provided before the hearing alleged breaches in respect of the Kings Way Properties, but said that the allegations were only that he had not completed the application to REIV to appoint an agent to market and sell the properties. Steve said further that, by the time the interlocutory application was heard, he had taken the required steps and there was no longer a basis to allege that he was in breach of the Deed in respect of the Kings Way Properties.
In Steve’s submission, the judge had made no finding of a prima facie case of breach in respect of the Kings Way Properties, and therefore had no basis to find it was just and convenient to appoint receivers for the purposes of selling those properties. Steve said that the judge erred in not giving separate consideration to the basis for appointment of receivers over each property.
Chris and Kasiani responded that the judge’s finding of a strong prima facie case was not limited to the Group A Properties. They said that there was a factual basis for the judge to reach that conclusion in respect of the Kings Way Properties, being evidence that Steve had breached cl 4.1 generally and cls 4.1 and 10.2 in relation to the Kings Way Properties. They relied on the judge’s finding that past breaches by Steve that had been remedied were material to the disposition of the application, and said that the absence of a specific pleading of breach of the Deed in respect of the Kings Way Properties at the time of the hearing did not preclude the judge from considering the application on its merits. They pointed out that pleading amendments were foreshadowed at the time of the hearing, and that an amended statement of claim has since been filed.

Consideration of Ground 2

There is no substance to this ground. The judge’s findings of a strong prima facie case that Steve and Mary had breached their obligations under the Deed were not limited to Steve’s withdrawal of consent to CBRE acting as agent for the Group A Properties. The judge also found that:
(a)Steve, and to a lesser extent Mary, had flouted and ignored their obligations under cls 39.7 and 39.12 of the Deed.[83]
(b)Steve did not act in relation to the appointment of a selling agent by the REIV to sell the Kings Way Properties until 19 March 2025.[84] Clause 10.2 of the Deed obliged him to do that no later than 21 days after completion of the rent review process, which occurred on 28 October 2024.
(c)Steve and Mary were both in breach for months of their obligation to remove their personal possessions from the Properties, and Steve removed his possessions at the eleventh hour before the hearing.[85]
(d)Until 19 March 2025, Steve and Mary did nothing to provide Chris with access to St Georges Road, to ensure that Chris could remove the motor vehicle to which he was entitled under the Deed within the agreed 60-day period.[86]
[83]Ruling, [91]–[94].
[84]Ruling, [95].
[85]Ruling, [95].
[86]Ruling, [95].
The judge was correct not to disregard past breaches that had been remedied, for the most part, only after the proceeding was commenced. These breaches were part of a recurring pattern that was likely to continue or be repeated, if the parties were left to themselves to implement the Deed.
In addition, the judge’s finding that the Kings Way Properties were in jeopardy of sale by the mortgagee, absent a timely sale program, was a sufficient basis on its own to appoint the receivers to those properties.[87]
[87]See [67]–[69] above.

Disposition

For those reasons, leave to appeal must be refused. It is therefore unnecessary to determine the stay application.

---

SCHEDULE OF PARTIES

STEVE SIAMIDIS	Applicant
and
CHRIS SIAMIDIS	First Respondent
KASIANI SIAMIDIS	Second Respondent
MARY SHILLING	Third Respondent
SIAMIDIS NOMINEES PTY LTD (ACN 059 928 960) as trustee for SIAMIDIS FAMILY TRUST	Fourth Respondent
LOWTHER STREET PTY LTD (ACN 147 981 995) as trustee for LOWTHER STREET PROPERTY TRUST	Fifth Respondent
SIAMIDIS PROPERTIES PTY LTD (ACN 059 928 915) as trustee for KINGS WAY UNIT TRUST	Sixth Respondent
UNITED CKS PTY LTD (ACN 125 442 668) as trustee for UNITED CKS TRUST	Seventh Respondent
NEW KONSTANTINOS PTY LTD (ACN 150 309 925) as trustee for YORK STREET CKS TRUST	Eighth Respondent
SIAMIDIS SUPERANNUATION PTY LTD (ACN 139 975 705)	Ninth Respondent
SYDNEY ROAD SUPER PTY LTD (ACN 161 743 326)	Tenth Respondent
479 LYGON STREET SUPERCO PTY LTD (ACN 613 886 525) as trustee for 479 LYGON STREET SUPERANNUATION FUND	Eleventh Respondent
481 LYGON STREET SUPERCO PTY LTD (ACN 613 886 436) as trustee for 481 LYGON STREET SUPERANNUATION FUND	Twelfth Respondent
LYGON STREET CUSTODIAN PTY LTD (ACN 168 404 000)	Thirteenth Respondent
HIGH STREET NOMINEES PTY LTD (ACN 122 931 846) as trustee for HIGH STREET TRUST	Fourteenth Respondent
712-716 HIGH STREET PTY LTD (ACN 605 396 334) as trustee for HIGH STREET SUPERANNUATION FUND	Fifteenth Respondent
SCMS ALBERT STREET PTY LTD (ACN 623 263 221) as trustee for ALBERT STREET SCMS TRUST	Sixteenth Respondent
635-637 SYDNEY ROAD BRUNSWICK PTY LTD (ACN 602 419 394) as trustee for SYDNEY ROAD SUPERANNUATION FUND	Seventeenth Respondent
LYGON STREET GROUP PTY LTD (ACN 168 394 509) as trustee for LYGON STREET SUPERANNUATION FUND	Eighteenth Respondent
KONSTANTINOS CONSTRUCTION PTY LTD (ACN 139 885 484) as trustee for KONSTANTINOS CONSTRUCTION TRUST	Nineteenth Respondent
SIAMIDIS MANAGEMENT PTY LTD (ACN 059 928 997) as trustee for SIAMIDIS DIRECTORS SUPERANNUATION FUND	Twentieth Respondent
DROMANA PARADE CUSTODIAN PTY LTD (ACN 613 631 431)	Twenty-first Respondent
MEDIPHARM INVESTMENTS PTY LTD (ACN 085 865 345)	Twenty-second Respondent
ST GEORGES ROAD SUPER PTY LTD (ACN 161 742 909) as trustee for DROMANA PARADE SUPERANNUATION FUND	Twenty-third Respondent
CYNOSURA INVESTMENTS PTY LTD (ACN 091 437 956)	Twenty-fourth Respondent
LINDSAY BAINBRIDGE	Twenty-fifth Respondent
ANDREW YEO	Twenty-sixth Respondent

[2025] VSCA 230

19 September 2025