CIP Group Pty Ltd v So (No 6) [2024] FCA 1436

CIP Group Pty Ltd v So (No 6) [2024] FCA 1436

Pursuant to s 198F(1) of the Corporations Act, Mr So is entitled to access to company documents where there is no evidence those documents were prepared during an adversarial dispute between himself and the company; consequently, privilege may not be maintained against him. For documents of companies in liquidation where derivative leave has been granted for proceedings in the company's name, it is the applicants who are entitled to assert privilege (not former directors or the liquidator where the liquidator has not claimed privilege). Sufficient basis for privilege was not substantiated for certain third-party and other identified documents, which shall be produced.

Parties
Applicant: CIP Group Pty Ltd ACN 610 483 577; Applicant: CIP 1 Pty Ltd ACN 611 408 710; 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) (In Liquidation); 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 (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
12 December 2024
Procedural Posture
Civil / Interlocutory Application—discovery/inspection—privilege Claims
Outcome
Privilege set aside as to documents over which Mr So is entitled to inspect; privilege upheld for the four documents in liquidation (as maintained by applicants); disclosure ordered in respect of other documents where privilege insufficiently substantiated; costs reserved.
Legal Topics
Legal Professional Privilege, Director Access to Documents, Litigation by Company in Liquidation, Derivative Actions
Corporations Law Evidence Legal Professional Privilege Director Access to Documents Litigation by Company in Liquidation Derivative Actions

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 5 Authorities cited 21 Party arguments 2
Sign in to unlock

Parties

CIP Group Pty Ltd ACN 610 483 577

Applicant

CIP 1 Pty Ltd ACN 611 408 710

Applicant

Pyrmont Portfolio Pty Ltd ACN 608 496 617

Applicant

Shan Ngai So

First Respondent

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

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 (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

Civil / Interlocutory Application—discovery/inspection—privilege Claims

Legal Issues

  1. 1 Whether a director (Mr So) is entitled under s 198F(1) Corporations Act to inspect documents over which privilege is claimed by companies,
  2. 2 Whether applicants can claim privilege on behalf of companies in liquidation in respect of four documents, or such claims may only be made by liquidator,
  3. 3 Whether privilege claims by third parties have been adequately substantiated,

Ratio Decidendi

Pursuant to s 198F(1) of the Corporations Act, Mr So is entitled to access to company documents where there is no evidence those documents were prepared during an adversarial dispute between himself and the company; consequently, privilege may not be maintained against him. For documents of companies in liquidation where derivative leave has been granted for proceedings in the company's name, it is the applicants who are entitled to assert privilege (not former directors or the liquidator where the liquidator has not claimed privilege). Sufficient basis for privilege was not substantiated for certain third-party and other identified documents, which shall be produced.

Court Disposition

Privilege set aside as to documents over which Mr So is entitled to inspect; privilege upheld for the four documents in liquidation (as maintained by applicants); disclosure ordered in respect of other documents where privilege insufficiently substantiated; costs reserved.

Orders

  • By 4:00pm on 17 December 2024, applicants and 2nd to 13th respondents are to produce (by electronic means) to the first respondent copies of documents identified in Annexures noted in the orders and to all parties certain documents as itemised.
  • The parties to the proceeding have leave to uplift specified diary notes and emails from documents produced by Nicholsons Solicitors.