CIP Group Pty Ltd v So (No 4) [2024] FCA 1372

CIP Group Pty Ltd v So (No 4) [2024] FCA 1372

On balance, despite the delay and partial protection offered by existing indemnities and undertakings, the applicants' ongoing impecuniosity, the insufficiency of undertakings (not all beneficiaries are at risk), and the inadequacy of explanations for not providing full security warrant an order for further security, though at a discounted amount reflecting the delayed application, partial protection already available, and imprecise estimates of further costs. Security for costs is ordered in the sum of $450,000.

Parties
First Applicant: CIP Group Pty Ltd ACN 610 483 577; Second Applicant: CIP 1 Pty Ltd ACN 611 408 710; Third Applicant: Pyrmont Portfolio Pty Ltd ACN 608 496 617; First Respondent: Shan Ngai So; Second Respondent: GGPG Pty Ltd ACN 609 675 505 (Receiver and Manager Appointed); Third Respondent: Park Ridge 94 Pty Ltd ACN 616 893 924 (Receiver and Manager Appointed); Fourth Respondent: Park Ridge 96 and 98 Pty Ltd ACN 618 802 618 (Receiver and Manager Appointed); Fifth Respondent: Park Ridge 132 Pty Ltd ACN 619 053 735 (Receiver and Manager Appointed); Sixth Respondent: 168 Park Ridge Pty Ltd ACN 619 549 334 168 (Receiver and Manager Appointed); Seventh Respondent: Park Ridge 180 Pty Ltd ACN 616 431 157 (Receiver and Manager Appointed); Eighth Respondent: Rochedale Holdings Pty Ltd ACN 610 535 076 (Receiver and Manager Appointed); Ninth Respondent: Rochedale Holdings No.1 Pty Ltd ACN 610 550 199 (Receiver and Manager Appointed); Tenth Respondent: GGPG Developments (No.48) Pty Ltd ACN 608 771 857 (Receiver and Manager Appointed); Eleventh Respondent: Park Ridge Development Management Pty Ltd ACN 627 401 094 (Receiver and Manager Appointed); Twelfth Respondent: Coorparoo Holdings Pty Ltd ACN 609 979 446 (Receiver and Manager Appointed); Thirteenth Respondent: Axis North Pty Ltd ACN 609 653 821 (Receiver and Manager Appointed); Fourteenth Respondent: SIP Group Pty Ltd ACN 610 480 914 (Receiver and Manager Appointed); Fifteenth Respondent: SIP 1 Pty Ltd ACN 611 408 925 (Receiver and Manager Appointed); Sixteenth Respondent: MT Family Pty Ltd ACN 605 720 947; Seventeenth Respondent: Ultimate Investment Portfolio Pty Ltd ACN 611 531 778; Eighteenth Respondent: UIP 1 Pty Ltd ACN 655 578 733; Nineteenth Respondent: Lai Wah Wong; Twentieth Respondent: Suk Kuen Leung; Twenty First Respondent: SEL Property Investments Pty Ltd ACN 612 436 950; Twenty Second Respondent: Paul Wong; Twenty Third Respondent: Thynne & Macartney (A Firm)
Jurisdiction
Australia
Judgment Date
04 December 2024
Procedural Posture
Interlocutory Application in Ongoing Proceeding / Application for Security for Costs Decided
Outcome
Security for costs ordered; further procedural orders made.
Legal Topics
Security for Costs, Derivative Actions, Impecunious Applicants, Undertaking to Indemnify Costs, Delay in Making Application for Security
Practice and Procedure Corporations Law Security for Costs Derivative Actions Impecunious Applicants Undertaking to Indemnify Costs Delay in Making Application for Security

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Parties

CIP Group Pty Ltd ACN 610 483 577

First Applicant

CIP 1 Pty Ltd ACN 611 408 710

Second Applicant

Pyrmont Portfolio Pty Ltd ACN 608 496 617

Third Applicant

Shan Ngai So

First Respondent

GGPG Pty Ltd ACN 609 675 505 (Receiver and Manager Appointed)

Second Respondent

Park Ridge 94 Pty Ltd ACN 616 893 924 (Receiver and Manager Appointed)

Third Respondent

Park Ridge 96 and 98 Pty Ltd ACN 618 802 618 (Receiver and Manager Appointed)

Fourth Respondent

Park Ridge 132 Pty Ltd ACN 619 053 735 (Receiver and Manager Appointed)

Fifth Respondent

168 Park Ridge Pty Ltd ACN 619 549 334 168 (Receiver and Manager Appointed)

Sixth Respondent

Park Ridge 180 Pty Ltd ACN 616 431 157 (Receiver and Manager Appointed)

Seventh Respondent

Rochedale Holdings Pty Ltd ACN 610 535 076 (Receiver and Manager Appointed)

Eighth Respondent

Rochedale Holdings No.1 Pty Ltd ACN 610 550 199 (Receiver and Manager Appointed)

Ninth Respondent

GGPG Developments (No.48) Pty Ltd ACN 608 771 857 (Receiver and Manager Appointed)

Tenth Respondent

Park Ridge Development Management Pty Ltd ACN 627 401 094 (Receiver and Manager Appointed)

Eleventh Respondent

Coorparoo Holdings Pty Ltd ACN 609 979 446 (Receiver and Manager Appointed)

Twelfth Respondent

Axis North Pty Ltd ACN 609 653 821 (Receiver and Manager Appointed)

Thirteenth Respondent

SIP Group Pty Ltd ACN 610 480 914 (Receiver and Manager Appointed)

Fourteenth Respondent

SIP 1 Pty Ltd ACN 611 408 925 (Receiver and Manager Appointed)

Fifteenth Respondent

MT Family Pty Ltd ACN 605 720 947

Sixteenth Respondent

Ultimate Investment Portfolio Pty Ltd ACN 611 531 778

Seventeenth Respondent

UIP 1 Pty Ltd ACN 655 578 733

Eighteenth Respondent

Lai Wah Wong

Nineteenth Respondent

Suk Kuen Leung

Twentieth Respondent

SEL Property Investments Pty Ltd ACN 612 436 950

Twenty First Respondent

Paul Wong

Twenty Second Respondent

Thynne & Macartney (A Firm)

Twenty Third Respondent

Procedural Posture

Interlocutory Application in Ongoing Proceeding / Application for Security for Costs Decided

Legal Issues

  1. 1 Whether an order for security for costs should be made against the applicants (the 'Clancy interests')
  2. 2 If so, the amount of security having regard to existing undertakings and funds held
  3. 3 The impact of delay in bringing the application and adequacy of undertakings provided

Ratio Decidendi

On balance, despite the delay and partial protection offered by existing indemnities and undertakings, the applicants' ongoing impecuniosity, the insufficiency of undertakings (not all beneficiaries are at risk), and the inadequacy of explanations for not providing full security warrant an order for further security, though at a discounted amount reflecting the delayed application, partial protection already available, and imprecise estimates of further costs. Security for costs is ordered in the sum of $450,000.

Court Disposition

Security for costs ordered; further procedural orders made.

Orders

  • The Clancy interests to provide security in the sum of $450,000 for the first and fourteenth to twentieth respondents' costs of and incidental to the proceeding to the first day of trial, to be paid within 14 days by cash or bank guarantee.
  • If the Clancy interests fail to provide security within time, the proceeding be stayed indefinitely or dismissed.