In the matter of Buradoo Pty Ltd (in liq); In the matter of Zamora Homes Pty Ltd (in liq)

1. [1]

   HER HONOUR: Two separate applications are brought by interlocutory process before me on referral from the Corporations List judge today. The first is an interlocutory process filed on 10 March 2021 in proceedings that I will refer to as the “Jainti Proceedings” (2018/349882); and the second is an amended interlocutory process filed on 29 April 2021 in what I will refer to as the “Burradoo Proceedings” (2019/212906).

2. [2]

   In both sets of proceedings the applicant, Mr Michael Jones (in the Jainti Proceedings in his capacity as special purpose liquidator of Jainti Pty Ltd (Jainti), and in the Burradoo Proceedings in his capacity as liquidator of Burradoo Pty Ltd (Burradoo)), seeks approval of his remuneration in the respective liquidations. Additionally, in both sets of proceedings there is an application for judicial advice in relation to particular matters that I will come to in due course.

3. [3]

   The background to the matter is set out in the affidavits read by the applicants in the respective proceedings, which I will summarise briefly as follows.

4. [4]

   Jainti was incorporated in 1993. Its directors included Frank Morabito, Salvatore Morabito (known as Sam), Bruno Zamattia, David Zamattia and Anthony Zamattia; its equal shareholders are Frank and Sam Morabito, and Bruno and David Zamattia.

5. [5]

   Burradoo was incorporated in January 2005. Its directors included Sam Morabito, John Derek Taylor, Anthony Zamattia, and for some period at least, Derry Bernard Hill. Burradoo’s shareholders are Jainti and a company known as Reed Taylor Pty Ltd (Reed Taylor), which between them hold 50% each of the issued share capital of Burradoo.

6. [6]

   Burradoo is the trustee of the Anglewood Development unit trust (Anglewood Trust) which was established by trust deed on 25 January 2005. The Anglewood Trust is a unit trust with two equal unit holders, Jainti and Reed Taylor. Burradoo remains the trustee of the Anglewood Trust, notwithstanding that Burradoo has gone into liquidation (see cl 21 of the trust deed, which does not contain provision for automatic removal of the trustee on liquidation – Ex A at 298). There is no evidence that Burradoo engaged in any activity other than as trustee of the Anglewood Trust. Burradoo and the Anglewood Trust were formed for the purpose of carrying out the purchase and development of the property in Burradoo known as Anglewood Estate. It was apparently contemplated that that property would be developed into ten townhouses but only four were ultimately developed (and sold), and the balance of the property was then sold.

7. [7]

   There is in evidence before me the last known balance sheet for Burradoo which appears to be in draft, issued in February 2013, recording that Burradoo, as trustee of the Anglewood Trust had received several sums from Jainti for the development, including a loan of $2,021,250 (Ex A at 100). The balance sheet records a loan to Reed Taylor in the same amount.

8. [8]

   On 27 May 2011, an administrator was appointed to Jainti (Mr Geoffrey Reidy) and, on 5 September 2011, Mr Reidy became the liquidator of Jainti.

9. [9]

   I have already noted that the remainder of the Anglewood Estate property (after the building and sale of the four townhouses) was sold. It was sold on 8 October 2009 for a sum of $2,080,000, which sale resulted in a surplus of $1,161,677.74, that amount being held in a controlled moneys account by the solicitors for Burradoo, Atkinson Vinden. It appears that there were payments out of the controlled moneys account reducing the amount held in the controlled moneys account, by 14 November 2012, to $776,097.66 (those amounts are set out in Ex A at 437).

10. [10]

    By letter dated 3 July 2013, Atkinson Vinden notified various of the parties as to the amounts that had been paid from the controlled moneys account. The first seven of those amounts (totalling around about $54,000) are not apparently in controversy; but there was a payment of $178,209.86 made to RBG Holdings Group Pty Ltd about which Mr Sam Morabito (who appeared in the virtual courtroom on this application), has made reference. There was also an amount of $178,624.28 paid to Jainti’s liquidator (Mr Reidy). The letter from Atkinson Vinden confirms that Reed Taylor had indicated that it had no expectation or entitlement to any of the funds retained in the controlled moneys account, and that small amounts could be released on the direction of the various entities or individuals there specified.

11. [11]

    On 31 August 2018, a garnishee order was issued in respect of debts in the sum of $20,442.69. The garnishee was Atkinson Vinden Pty Ltd trading as AV Lawyers. By letter dated 6 September 2018, Atkinson Vinden advised that it was enclosing the amount the subject of that garnishee order. That further reduced the amount held in the controlled moneys account.

12. [12]

    On 19 February 2019, Black J ordered after a contested hearing that Mr Jones be appointed as a special purpose liquidator of Jainti with the direction that he investigate the claims available to Jainti against Burradoo, and the manner in which the surplus had been partially distributed. Relevantly, those orders included:

13. [13]

    The Burradoo Matters were defined in Schedule A to the orders as follows:

14. [14]

    On 28 May 2019, the special purpose liquidator of Jainti caused Jainti to issue a statutory demand to Burradoo for the payment of the Jainti $2,021,250 loan (Jainti Loan). There was no compliance with that statutory demand by Burradoo. On 9 June 2019, the special purpose liquidator (Mr Jones) caused Jainti to commence proceedings for the winding up of Burradoo. That led to Mr Jones’ appointment as liquidator of Burradoo on 8 August 2019, pursuant to a winding up order made by the Court.

15. [15]

    On 12 September 2019, Atkinson Vinden paid the balance of the surplus funds then held by that firm in its controlled moneys account ($365,961.80) to Mr Jones in his capacity as the liquidator of Burradoo.

Remuneration application

1. [16]

   By the respective interlocutory processes, Mr Jones seeks approval for remuneration under s 60‑10(1)(c) of Sch 2 to the Corporations Act 2001 (Cth) (Corporations Act). In the Jainti Proceedings, the liquidator seeks $50,125 plus GST as remuneration for the period 26 February 2019 to 18 November 2020 and $4,000 plus GST as remuneration for work from 18 November 2020 to the date of the date of discharge as special purpose liquidator. In the Buradoo Proceedings, the liquidator seeks $92,590.50 plus GST as remuneration for the period 8 August 2019 to 18 November 2020, $13,467 plus GST for the period 19 November 2020 to 27 April 2021 and $4,000 plus GST for work from 28 April 2021 to the lodgement of an end of administration return with the Australian Securities and Investments Commission.

2. [17]

   In relation to the Jainti Proceedings, the application is made because of the limited scope of the liquidator’s appointment as a special purpose investigator to investigate claims available against Burradoo. In the Burradoo Proceedings, the application is made because at the time of the filing of the interlocutory process, no creditor had lodged a proof of debt. Subsequently on 27 April 2021, Atkinson Vinden lodged a proof of debt claiming the sum of $3,419.29. This is the only proof lodged in the liquidation of Burradoo.

3. [18]

   The principles relevant to approval of remuneration have been considered in various decisions. In Re Octavia Administration Pty Ltd (in liq) [2020] NSWSC 927 at [49], Rees J distilled the principles as follows:

4. [19]

   As to the issue of proportionality, in Re Sakr Nominees Pty Ltd [2017] NSWSC 668, Black J noted (at [23]) that:

5. [20]

   See also Sanderson as Liquidator of Sakr Nominees Pty Ltd (in liq) v Sakr (2017) 93 NSWLR 459; [2017] NSWCA 38 at [54]-[60] per Bathurst CJ with whom Beazley P (as Her Excellency then was), Gleeson JA, Barrett AJ and Beach AJ each agreed.

6. [21]

   Notice of the respective applications for approval of remuneration was given to the persons identified in the liquidator’s respective submissions at [24] and [22]. The liquidator relies upon an affidavit dealing with the work carried out in both sets of proceedings. I have reviewed that affidavit and the itemised work in progress reports that have been attached to the affidavit. I am satisfied that the remuneration is appropriate, having taken into account the various principles including the need for proportionality between the cost of the work done and the value of the services provided. I note that in the present case the costs of the investigations carried out by the special purpose liquidator have been affected, and the liquidator says increased, by reference to various matters including the deterioration of the relationship between the various family members involved in the companies in question; the difficulty of the liquidator obtaining details in relation to the matters; and the time period involved. I consider that it is appropriate to approve the relevant claims for remuneration.

Judicial advice application

1. [22]

   I turn then to the respective applications for judicial advice, noting the principles relevant to the exercise of the power to give such advice, as summarised by Black J in Re Octaviar Administration Pty Ltd (in liq) [2017] NSWSC 1556, at [7]-[9] as follows:

2. [23]

   Turning first to the Jainti Proceedings, the judicial advice that is sought is set out in the interlocutory process in the prayers for relief at prayers 5, 6, 7 and 8, albeit that it is indicated by Counsel for the applicant that the relief sought in prayer 7 would not be necessary unless there was an issue as to whether or not the moneys in question constituted Burradoo moneys for the purposes of the orders that were made.

3. [24]

   In summary, the liquidator seeks orders pursuant to s 90-15 of Sch 2 of the Corporations Act that the liquidator would be justified in treating the moneys paid to the Jainti from and out of the winding up of Buradoo as a recovery in respect of the Buradoo Matter (prayer 5); that the liquidator would be justified in drawing their remuneration out of the moneys paid to Jainti from and out of the winding up of Buradoo (prayer 6); that order 2 of the orders of Black J on 19 February 2019 be varied so as to permit applicant, as special purpose liquidator, to pay the funders (i.e. the plaintiffs) the amount that they are entitled to pursuant to the “Deed of Indemnity and For the Provision of Recovery of Funding (Buradoo Matters)” dated 7 May 2019 (the Funding Agreement), from the moneys paid to Jainti from and out of the winding up of Buradoo (prayer 7); and an order that upon the making of those payments the liquidator’s appointment as special purpose liquidator be terminated (prayer 8). There is a confidentiality order in relation to the Funding Agreement so I will not set out its terms, but I do note that there is what is referred to as a waterfall clause in cl 9.

4. [25]

   I note the definition of Burradoo Matters, in Sch A of the orders of Black J above, which includes all credits, debts and dealings between Jainti and Burradoo. As the applicant submits, the liability of Burradoo to Jainti for the Jainti Loan is such a claim, and [2(d)] of the orders expressly empowered the applicant in his capacity as special purpose liquidator to commence and pursue any proceedings for the winding up of Burradoo in respect of any liability it had to Jainti. It is submitted by the applicant that it is appropriate to apply the Burradoo payment for the purposes of meeting his remuneration as determined by the Court, in circumstances where the Burradoo payment was secured as a result of the proceedings brought by him to wind up Burradoo because of Burradoo’s non‑compliance with Jainti’s statutory demand calling for the repayment of the Jainti Loan.

5. [26]

   In the Burradoo Proceedings, the relevant judicial advice sought is in accordance with prayers for relief at [4], [5] and [6A] of the amended interlocutory process, as follows:

6. [27]

   In summary, in the Burradoo Proceedings the liquidator seeks advice in relation to the payment of his remuneration from the balance of the net funds as defined, and a potential request to assign certain causes of action to Sam Morabito. Reliance is placed on the right of Burradoo to be indemnified out of, and exonerated from, the assets of the Anglewood Trust, in respect of all liabilities that it has incurred as trustee of that trust. It is noted that this right arises at common law (see, for example, Octavo Investments Pty Ltd v Knight (1979) 144 CLR 360; [1979] HCA 61 at 367; and Chief Commissioner of Stamp Duties (NSW) v Buckle (1998) 192 CLR 226; [1998] HCA 4 at [49]); and under statute (see s 59(4) of the Trustee Act 1925 (NSW)); and under the trust deed (see cll 12.2, 20(b) and (g)). It is noted that Burradoo’s right to indemnity and exoneration constitutes a proprietary interest in the assets of the trust, and that interest gives Burradoo a charge or right of lien over those assets.

7. [28]

   The liquidator seeks authorisation to pay his remuneration as determined by the Court from the net funds, noting that where a company is the trustee of a trading trust and has had no other activity, it has been held that its liquidator is entitled to be paid the liquidator’s remuneration and expenses whether for administrating the trust assets or for general liquidation work, out of the trust assets (see, for example, Re MF Global Australia Ltd (in liq) (No 2) [2012] NSWSC 1426 at [55] per Black J; JML Property Services Pty Ltd (in liq) [2018] NSWSC 1069 (JML Property Services) at [9]-[10] per Black J). As to the quantification of that remuneration reference is made to what was said by Williams J in Re M & J Super Fund Pty Ltd (in liq) [2021] NSWSC 279 at [16].

8. [29]

   As to the dealing with the remainder of the net funds, it is accepted that there will be a surplus held by the liquidator after the payment of his remuneration and expenses. I have made reference above to the proof of debt lodged by Atkinson Vinden. I pause here to note that Sam Morabito has raised various criticisms of payments and conduct by Atkinson Vinden and in relation to this proof of debt. Nevertheless the liquidator accepts that the proof of debt as lodged is a valid proof of debt. In addition, although the general liquidator of Jainti has not lodged a proof of debt (in circumstances where that would give rise to a conflict, given that Burradoo was wound up on the basis that it had failed to comply with the statutory demand for the repayment of the Jainti Loan), it is submitted that Burradoo is clearly liable to Jainti for the Jainti Loan, and these debts were incurred by Burradoo in its capacity as trustee of the Anglewood Trust.

9. [30]

   Reference is made to JML Property Services at [14] per Black J, as to the application of the statutory scheme of priorities set out in the Corporations Act, to the distribution of assets where a company in liquidation is trustee of a trading trust; and to those assets being subject to a right of exoneration and supporting lien, at least in respect of a company that only acts as trustee for one trust, and does not conduct affairs in its own right.

10. [31]

    I have also been taken to a decision of Anderson J in Deppeler, In the matter of Asten Holdings Pty Ltd (in liq) [2020] FCA 1107 at [25]-[26], and the conclusion at [37], that it was appropriate in that case that the liquidator’s remuneration and expenses be paid out of trust assets (and see the authorities referred to there).

11. [32]

    I am satisfied that it is appropriate to give the judicial advice sought in relation to those matters.

12. [33]

    That leaves the final issue which is the advice in relation to the proposed sale of the choses in action. This arises because Sam Morabito has raised, in discussions with various representatives of the liquidator, an interest in taking an assignment of claims that the liquidator may have. I refer in this regard to Mr Jones’ affidavit sworn 29 April 2021, from [12] in particular.

13. [34]

    Mr Jones has referred to legal advice from his legal representatives. He makes clear that he does not waive privilege over that legal advice, but has deposed that based on his reading of that advice, and from his subsequent discussions with his lawyers, he has formed the view that the claims which Sam Morabito previously indicated an interest in seeking an assignment of, are claims that are either statute barred, unsupported by evidence, or otherwise not choses in action capable of assignment.

14. [35]

    Mr Jones has deposed at [21]-[22] to his view that the causes of action available to him as liquidator of Burradoo or which are in the hands of Burradoo itself, are either statute barred, unsupported by evidence or not causes of action which are assignable; and that he does not believe there are realistic prospects of success of those claims succeeding. Therefore, he has deposed that he does not believe that it would be in the interests of creditors or contributors to assign the putative causes of action.

15. [36]

    Pausing here, Mr Morabito has referred to receipt of oral advice from legal representatives to the effect that claims in relation to fraud would not be statute barred because there would be a 12 year limitation period.

16. [37]

    I have been taken to the decision of Brereton J, then sitting at first instance in Re SCW Pty Ltd [2013] NSWSC 302 (Re SCW), in relation to the assignment of causes of action by the liquidator. In that case, an order was sought that the liquidator would be justified in not engaging in further discussions about a proposal in relation to an assignment of causes of action. His Honour was not prepared to give that advice, and in fact ordered that the liquidator would not be justified in not engaging in further discussions.

17. [38]

    However, the applicant on the present application submits that Re SCW is distinguishable as there was evidence before Brereton J in that case that Senior Counsel had given advice as to there being a cause of action which was viable (see Re SCW at [9]); and, after considering the various submissions that were made, his Honour said (at [15]), that that was a case in which there was at least the prospect of there being valid claims, and so his Honour could not conclude that the proposed claims were so clearly frivolous or vexatious that their assignment would be improper, and ought not to be permitted.

18. [39]

    Relevantly, his Honour referred to Citicorp Australia Ltd v Official Trustee in Bankruptcy (1996) 141 ALR 667, where the Full Court of the Federal Court of Australia considered that there would be cases in which, even if the proposed assignee offered a sum of money, a claim ought not be assigned by a liquidator or trustee, those being cases where the claim is frivolous or vexatious. Brereton J in Re SCW said (at [15]):

19. [40]

    His Honour noted that on the basis of the revised proposal in that case, no use of company assets would be involved in investigating or prosecuting the claim.

20. [41]

    In the present case, Black J made orders on 10 May 2021 for the filing of evidence in support of the proposed causes of action in respect of which Sam Morabito has expressed an interest in seeking an assignment. It is noted by the liquidator that no actual offer in respect of such an assignment has been made by Mr Morabito. The liquidator seeks advice, in circumstances where the liquidator has not received from Sam Morabito any offer or any material addressing the prospects of the success of the causes of action, that it is appropriate for him not to assign the causes of action identified in prayer 6(a) of the interlocutory process.

21. [42]

    As I apprehend it, the liquidator is seeking to finalise the winding up of the company and to minimise ongoing costs incurred therein. Such ongoing costs would include costs incurred, for example, in further negotiations in relation to a proposed assignment of the causes of action to which Mr Morabito has referred, and would have the potential to delay the winding up of the company. That said, it seems to me that if there were a final opportunity permitted to Mr Morabito to put forward any proposed offer in relation to an assignment of the causes of action (such that Mr Morabito were in a position to provide advice that would satisfy the liquidator acting reasonably that the causes of action sought to be assigned was not statute barred), and if there were to be an express acknowledgment on any such assignment that the liquidator was not warranting that there was any such causes of action that remained maintainable; then it would not necessarily be said that an assignment was not in the interests of creditors (and hence there would be a basis to permit a final opportunity for such an application by Mr Morabito). However, I understand that it is desirable (and in the interests of creditors) for the liquidator not to incur further legal costs in relation to the winding up.

22. [43]

    Although Mr Morabito appeared at the conclusion of the oral submissions not to be inclined to press for such an opportunity, it seems to me that the judicial advice to be given in answer to prayer 6(a) should include a final opportunity for Mr Morabito to make an offer of a kind that would lead to the conclusion reached in Re SCW. In other words, Mr Morabito should have a final opportunity to make an offer, of whatever amount he says he is prepared to offer, but with either a copy of legal advice or other evidence to support a conclusion by the liquidator that the assignment of the causes of action would not be frivolous or vexatious within the sense considered in Re SCW.

23. [44]

    In this regard, I should note that Brereton J in Re SCW made clear that the liquidator does not have a duty to ascertain whether the claim is one with a reasonable prospect of success, or to investigate the prospects of success. So, as I understand it, it really would be a question of whether the liquidator is able to come to the position that the claims, if assigned, would not be claims that it could be said were improperly assigned because they were frivolous or vexatious.

24. [45]

    In those circumstances, I propose to give the judicial advice sought in prayer 6(a), but with the caveat that I will draft the final orders to permit Mr Morabito a further seven days in which to make any offer he wishes to make in relation to the assignment of the causes of action and to provide such advice or other evidence as would satisfy the liquidator that such an assignment of those causes of action would not be frivolous or vexatious.

25. [46]

    For those reasons, broadly speaking, I will make orders as sought in the interlocutory processes. It is appropriate that those orders include an order that the costs of, and incidental to, the interlocutory applications be costs in the winding up of the respective defendants.

Orders

1. [47]

   The final orders (made in chambers in accordance with short minutes of order forwarded by the applicant consistent with the above reasons) are as follows:

   1. (1)

      Pursuant to rule 28.5 of the Uniform Civil Procedure Rules 2005 (NSW), the Interlocutory Process filed 10 March 2021 in this proceeding be heard at the same time as the Amended Interlocutory Process filed in Supreme Court of New South Wales, proceeding 2019/212906.

   2. (2)

      The affidavit evidence filed and read in support of the Amended Interlocutory Process filed in Supreme Court of New South Wales proceeding 2019/212906 be taken as affidavit evidence filed and read in support of the Interlocutory Process filed 10 March 2021 in this proceeding.

   3. (3)

      Pursuant to section 7 of the Court Suppression and Non-publication Orders Act 2010 (NSW), on the grounds that the order is necessary to prevent prejudice to the proper administration of justice, until further order of the Court the confidential exhibit marked MGJ-2 to the affidavit of Michael Gregory Jones sworn 11 December 2020 be kept confidential and not be provided or disclosed to any person other than:

   4. (4)

      Pursuant to section 60-10 (1) (c) of Schedule 2 to Corporations Act 2001 (Cth), the Applicant, in his capacity as the special purpose liquidator of the Second Defendant, be entitled to remuneration for the period 26 February 2019 to 18 November 2020 in the sum of $50,125.00 plus GST.

   5. (5)

      Pursuant to section 60-10 (1) (c) of Schedule 2 to Corporations Act 2001 (Cth), the Applicant, in his capacity as the special purpose liquidator of the Second Defendant, be entitled to remuneration for work performed as special purpose liquidator of the Second Defendant from 18 November 2020 to the date of the Applicant’s termination and/or discharge as special purpose liquidator of the Second Defendant, fixed in the sum of $4,000 plus GST.

   6. (6)

      Pursuant to section 90-15 (1) of Schedule 2 to Corporations Act 2001 (Cth), the Applicant is justified, and would otherwise be acting reasonable, in treating the moneys paid to the Second Defendant from and out of the winding up of Buradoo Pty Limited (in liquidation), ACN 112 590 682, as a recovery in respect of the Buradoo Matters.

   7. (7)

      Pursuant to section 90-15 (1) of Schedule 2 to Corporations Act 2001 (Cth), the Applicant is justified, and would otherwise be acting reasonably, in drawing the amount of the remuneration determined in accordance with orders 4 and 5, from the moneys paid to the Second Defendant from and out of the winding up of Buradoo Pty Limited (in liquidation), ACN 112 590 682.

   8. (8)

      Upon making the payments referred to in order 7, the Applicant’s appointment as special purpose liquidator of the Second Defendant be terminated and/or discharged.

   9. (9)

      The Applicant’s costs of and incidental to this interlocutory application be costs in the winding up of the Second Defendant.

   10. (1)

       Pursuant to rule 28.5 of the Uniform Civil Procedure Rules 2005 (NSW), the Amended Interlocutory Process filed 29 April 2021 be heard at the same time as the Interlocutory Process filed in Supreme Court of New South Wales, proceeding 2018/349882.

   11. (2)

       The affidavit evidence filed and read in support of the Interlocutory Process filed in Supreme Court of New South Wales proceeding 2018/349882 be taken as affidavit evidence filed and read in support of the Amended Interlocutory Process filed 29 April 2021 in this proceeding.

   12. (3)

       Pursuant to section 7 of the Court Suppression and Non-publication Orders Act 2010 (NSW), on the grounds set out in (s 8(a)) that the order is necessary to prevent prejudice to the proper administration of justice, until further order of the Court the confidential exhibit marked MGJ-2 to the affidavit of Michael Gregory Jones sworn 11 December 2020 be kept confidential and not be provided or disclosed to any person other than:

   13. (4)

       Pursuant to section 60-10 (1) (c) of Schedule 2 to Corporations Act 2001 (Cth), the Applicant, in his capacity as the liquidator of the Defendant, be entitled to remuneration for the period 8 August 2019 to 18 November 2020 in the sum of $92,590.50 plus GST.

   14. (5)

       Pursuant to section 60-10 (1) (c) of Schedule 2 to Corporations Act 2001 (Cth), the Applicant, in his capacity as the liquidator of the Defendant, be entitled to remuneration for the period 19 November 2020 to 27 April 2021 in the sum of $13,467 plus GST.

   15. (6)

       Pursuant to section 60-10 (1) (c) of Schedule 2 to Corporations Act 2001 (Cth), the Applicant, in his capacity as the liquidator of the Defendant, be entitled to remuneration for work performed as liquidator of the Defendant from 28 April 2021 to the lodgement of an end of administration return with the Australian Securities and Investments Commission, fixed in the sum of $4,000 plus GST.

   16. (7)

       Pursuant to section 90-15 (1) of Schedule 2 to Corporations Act 2001 (Cth) and / or section 63 (1) of the Trustee Act 1925 (NSW), the Applicant is justified, and would otherwise be acting reasonably, in drawing the amount of the remuneration determined in accordance with order 4 to 6, from the surplus of funds recovered from the realisation of the assets of the Anglewood Development [Unit] Trust.

   17. (8)

       Pursuant to section 90-15 (1) of Schedule 2 to Corporations Act 2001 (Cth) and / or section 63 (1) of the Trustee Act 1925 (NSW), the Applicant is justified, and would otherwise be acting reasonably, in paying any surplus from the realisation of the assets of the Anglewood Development [Unit] Trust, following payment of his remuneration in accordance with order 7, in accordance with section 556(1) of the Corporations Act 2001 (Cth).

   18. (9)

       Pursuant to section 90-15 (1) of Schedule 2 of the Corporations Act 2001 (Cth), if, after 7 days from the date of this order, the Applicant has not received an offer from Salvatore Morabito (or any other person) to take an assignment of the kind contemplated below and/or has not been provided with advice or information sufficient to satisfy the Applicant that the causes of action sought to be assigned are not statute barred or otherwise frivolous or vexatious, then the Applicant is justified, and would otherwise be acting reasonably, in refusing to assign to Salvatori Morabito or another person, each of the causes of action the Applicant has or may have as liquidator of the Defendant, or that the Defendant has or may have, relating to the following:

   19. (10)

       The Applicant’s costs of and incidental to this interlocutory application be costs in the winding up of the Defendant.