Federal Court of Australia

Bowcher (liquidator), in the matter of Blacktrans Express Pty Ltd (in liq) v Black [2025] FCA 1647

ORDERS

THE COURT ORDERS THAT:

1.    The plaintiff has leave to file the amended originating process initialled by Derrington J and placed with the papers.

2.    The requirement that the amended originating process be served on the defendant is dispensed with in the first instance and leave is granted to the plaintiff to move ex parte.

3.    The District Registrar issue, pursuant to s 530C of the Corporations Act 2001 (Cth) (the Corporations Act), a warrant substantially in the form of the warrant appearing at Annexure A.

4.    Pursuant to s 37AF of the Federal Court of Australia Act 1976 (Cth) (the Federal Court Act), on the grounds that it is necessary to prevent prejudice to the proper administration of justice pursuant to s 37AG(1)(a) of the Federal Court Act and until further order of the Court or the discharge of this order pursuant to Orders 5 and 6 below, publication or other disclosure of the following is prohibited as follows:

(a)    the originating process for the issue of a warrant dated 3 December 2025 and the amended originating process dated 4 December 2025 are to be kept confidential and, except with the leave of the Court are not to be disclosed to anyone other than the Court and Court staff;

(b)    the affidavits of Steven John Priest dated 13 November 2025, Kristy Saliba dated 13 November 2025 and Amanda Beckhouse dated 17 November 2025 and (in support of the amended originating process for the issue of a warrant) are to be kept confidential and, except with leave of the Court, is not open to inspection to any person other than the Court and Court staff; and

(c)    these orders are to be kept confidential and, except with the leave of the Court, are not to be disclosed to anyone other than the Court and Court staff.

5.    Within 14 days of the last date on which the warrant has been executed, the plaintiff file an affidavit reporting on the execution of the warrant(s) and annexing a list of the property and books seized.

6.    On the filing of the affidavit referred to in Order 5, Order 4 shall be discharged.

7.    Within 7 days of the filing of the affidavit referred to in Order 5, the plaintiff serve on the defendant the amended originating process, the affidavits referred to in Order 4(b), a copy of any orders made in these proceedings, any reasons for judgment and the affidavit referred to in Order 5.

8.    In lieu of personal service, the documents referred to in Order 7 may be served by emailing a copy of the documents to meganblack1675@icloud.com.

9.    Pursuant to s 597A of the Corporations Act, within 14 days of service of the documents referred to in Order 7, the defendant file an affidavit specifying:

(a)    the current whereabouts of the vehicles, and any keys for those vehicles, listed in Annexure B that have not been seized by the plaintiff (the Outstanding Vehicles), including the specific address where the Outstanding Vehicles are located;

(b)    if the current whereabouts of the Outstanding Vehicles, and any keys for the Outstanding Vehicles, are unknown, the address of the last known location of the Outstanding Vehicles and those keys;

(c)    to the extent that the defendant is aware of any person who may have possession, control or custody of any of the Outstanding Vehicles, the name and contact details of those persons; and

(d)    the basis, together with supporting documents, that the defendant asserts that any of the Outstanding Vehicles are not the property of the Company but are the property of the defendant or any other party.

10.    Liberty to apply.

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

ANNEXURE A

No. NSD of 2025

Federal Court of Australia

District Registry: New South Wales

Division: General

IN THE MATTER OF BLACKTRANS EXPRESS PTY. LTD. (IN LIQUIDATION) ACN 088 374 234

ANDREW JOHN BOWCHER, STEVEN JOHN PRIEST AND TIMOTHY ROBERT GUMBLETON AS JOINT AND SEVERAL LIQUIDATORS OF BLACKTRANS EXPRESS PTY. LTD. (IN LIQUIDATION) ACN 088 374 234

Plaintiffs

MEGAN BELINDA BLACK

Defendant

WARRANT FOR SEARCH AND SEIZURE

TO:     ANDREW JOHN BOWCHER, STEVEN JOHN PRIEST AND TIMOTHY ROBERT GUMBLETON AS JOINT AND SEVERAL LIQUIDATORS OF BLACKTRANS EXPRESS PTY. LTD. (IN LIQUIDATION) ACN 088 374 234 of RSM Australia Partners, 77 Gurwood Street, Wagga Wagga NSW 2650

WHEREAS on application by ANDREW JOHN BOWCHER, STEVEN JOHN PRIEST AND TIMOTHY ROBERT GUMBLETON, the Joint and Several Liquidators of Blacktrans Express Pty. Ltd. (In Liquidation) ACN 088 374 234 (the Company), the Court is satisfied that MEGAN BELINDA BLACK of 526 Back Road, Rand NSW 2642 has:

1.    concealed or removed property of the Company with the result that the taking of the property into the custody or control of the Joint and Several Liquidators has been and will be prevented or delayed; and

2.    concealed, destroyed or removed books of the Company or is about to do so.

YOU ARE HEREBY AUTHORISED, with such assistance as is reasonably necessary from members of the New South Wales Police Force and from any other persons, to search for and seize all property listed in the Schedule to this warrant together with the books of the Company, coming within the definition of that word in section 9 of the Corporations Act, which is in the possession, custody or control of the defendant MEGAN BELINDA BLACK and to hold possession of such property and books of the Company seized under this warrant until otherwise directed by order of this Court.

AND YOU ARE AUTHORISED in order to seize such property of the Company under this warrant to break open a building, room or receptacle at 526 Back Road, Rand NSW 2642 where the property is or books are or where you reasonably believe the property to be located.

DATED:         4 December 2025

SCHEDULE – PROPERTY OF THE COMPANY

1.    Silver 2001 Holden Sedan with licence plate “JNR040” and VIN “6H8VXK69F1L710132”

2.    Grey 2020 Victoria Box Trailer with licence plate “B19956” and VIN “6APBXTRLRLT003092”

3.    Grey 2020 Victoria Box Trailer with licence plate “B19955” and VIN “6APBXTRLRLT003574”

4.    Blue 2007 Kenworth Prime Mover with licence plate “JNR904” and VIN “6F50000007A433728”

5.    Blue 2009 P I E Trailer (With Blue Box) with licence plate “S93141” and VIN “6T9T27V97908RH008”

6.    White 1996 Hino Tipper with licence plate “YXM195” and VIN “JHDFC3JGKXXX10011”

7.    White 2003 Kenworth Prime Mover with licence plate “OLEGRL” and VIN “6F50000003A424629”

8.    White 2007 Kenworth Prime Mover with licence plate “BTX104” and VIN “6F50000007A434043”

9.    White 2007 Lucar Semi Trailer with licence plate “YV01FQ” and VIN “6T9T25V9770BCB016”

10.    White Blue 2006 Kenworth Prime Mover with licence plate “BLK904” and VIN “6F50000006A433040”

11.    White 2007 Kenworth Prime Mover with licence plate “BTX904” and VIN “6F50000007A436653”

12.    Orange DK90 Daedong Tractor with VIN/Chassis number HJ4200138

ANNEXURE B

1.    Silver 2001 Holden Sedan with licence plate “JNR040” and VIN “6H8VXK69F1L710132”

2.    Grey 2020 Victoria Box Trailer with licence plate “B19956” and VIN “6APBXTRLRLT003092”

3.    Grey 2020 Victoria Box Trailer with licence plate “B19955” and VIN “6APBXTRLRLT003574”

4.    Blue 2007 Kenworth Prime Mover with licence plate “JNR904” and VIN “6F50000007A433728”

5.    Blue 2009 P I E Trailer (With Blue Box) with licence plate “S93141” and VIN “6T9T27V97908RH008”

6.    White 1996 Hino Tipper with licence plate “YXM195” and VIN “JHDFC3JGKXXX10011”

7.    White 2003 Kenworth Prime Mover with licence plate “OLEGRL” and VIN “6F50000003A424629”

8.    White 2007 Kenworth Prime Mover with licence plate “BTX104” and VIN “6F50000007A434043”

9.    White 2007 Lucar Semi Trailer with licence plate “YV01FQ” and VIN “6T9T25V9770BCB016”

10.    White Blue 2006 Kenworth Prime Mover with licence plate “BLK904” and VIN “6F50000006A433040”

11.    White 2007 Kenworth Prime Mover with licence plate “BTX904” and VIN “6F50000007A436653”

12.    Orange DK90 Daedong Tractor with VIN/Chassis number HJ4200138

REASONS FOR JUDGMENT

DERRINGTON J:

1    By an Originating Application filed 3 December 2025, the plaintiffs, being the joint and several liquidators of Blacktrans Express Pty Ltd (in liq) (the Liquidators and Blacktrans, respectively), seek an order for the issuing of a search and seizure warrant (and certain ancillary relief) (the Application).

2    The Application has been brought upon an ex parte basis pursuant to the Federal Court of Australia Act 1976 (Cth). In the circumstances which are elucidated in the affidavits of a Mr Steven Priest and a Ms Amanda Beckhouse (filed 3 December 2025) (the Affidavits), there are sufficiently persuasive reasons for doing so. In very brief compass, it appears that the defendant (Ms Black), being the sole director and shareholder of Blacktrans, is a person who, at least on the evidence now before the Court (but which Ms Black has not been able to contest), has a propensity to hide or otherwise conceal the assets of Blacktrans from the Liquidators.

3    More specifically, the Affidavits evidence a history of patient, but appropriate, requests made by the Liquidators to Ms Black for information, including the books of Blacktrans as well as the location and whereabouts of various assets of the company. Those requests and subsequent demands have been largely ignored by Ms Black. Indeed, comments have been made, at least by her husband, that neither she nor he will inform the Liquidators of the whereabouts of certain valuable assets of Blacktrans (including, for example, prime mover equipment and trailers).

4    The material discloses that Ms Black has (or has had) in her possession, the books and records of Blacktrans, and that she is not disposed to surrender them to the Liquidators. That is, on any view, inconsistent with the duties of a director of a company in liquidation. Similar comments can be made about the assets of the company. It is a justifiable to conclude that Ms Black has not cooperated with the Liquidators’ (several) requests for information or delivery-up of assets.

5    I hasten to add, again, that the Application is brought ex parte. Ms Black has not been served with the material nor had any opportunity to respond, and great care must be taken in reaching any view about her conduct in the circumstances. However, the Liquidators’ concerns in this case are justified by the evidence upon which they rely, and it is appropriate that the matter be brought ex parte. That said, any observations made in respect of the conduct of Ms Black, or that of her husband, must be caveated with the fact that they have not yet had the opportunity to respond to the case presented against them.

Context

6    Blacktrans operated a transportation business known as “Blacktrans Express Transport”.

7    The Liquidators have identified that 27 vehicles were registered (or last registered) in the name of Blacktrans. Fifteen such vehicles have been recovered. Three of the 12 outstanding vehicles are valuable Kenworth Prime Mover trucks. Most of the vehicles have been seen at the Black’s residence, and it appears to be accepted that at least one of them is owned by the company.

8    The Liquidators’ attempts to recover the 12 outstanding vehicles have, at least on the evidence before the Court, been actively resisted by Ms Black and her husband.

9    Relevant to the urgency of the Application is the fact the Kenworth Prime Mover trucks, which have previously been observed at the Black’s property in the town of Rand, New South Wales, have not been sighted recently. As the Affidavits explain, the Liquidators have been informed by Mr Black that the trucks have been moved to “a friend’s house”; the address of that location is not known. Further, and as has been noted, though Ms Black has provided some of the books and records of Blacktrans, she continues to retain several such documents. In that context, the Liquidators are anxious to recover the remaining assets, books and records of the company.

Relevant principles

10    The Application seeks relief principally under s 530C of the Corporations Act 2001 (Cth) (the Act). That provision authorises the Court to issue a warrant in certain circumstances:

530C    Warrant to search for, and seize, company’s property or books

(1)    The Court may issue a warrant under subsection (2) if:

(a)    a company is being wound up or a provisional liquidator of a company is acting; and

(b)     on application by the liquidator or provisional liquidator, as the case may be, or by ASIC, the Court is satisfied that a person:

(i)    has concealed or removed property of the company with the result that the taking of the property into the custody or control of the liquidator or provisional liquidator will be prevented or delayed; or

(ii)     has concealed, destroyed or removed books of the company or is about to do so.

(2)    The warrant may authorise a specified person, with such help as is reasonably necessary:

(a)    to search for and seize property or books of the company in the possession of the person referred to in subsection (1); and

(b)     to deliver, as specified in the warrant, property or books seized under it.

(3)     In order to seize property or books under the warrant, the specified person may break open a building, room or receptacle where the property is or the books are, or where the person reasonably believes the property or books to be.

(4)     A person who has custody of property or a book because of the execution of the warrant must retain it until the Court makes an order for its disposal.

11    In his careful and reasoned outline of submissions, counsel for the Liquidators, Mr Neggo SC, articulates various propositions that bear on the exercise of the discretion conferred by s 530C of the Act and should be adopted. They are as follows:

[7]    The Court has a discretion to issue a warrant and the Court can limit the authority given by the warrant. A warrant authorises the seizure of property or books in the “possession” of the person. “Possession” includes custody or control. The discretion to issue a warrant pursuant to s 530C of the Act requires consideration of two conflicting rights: the right of the public to have companies administered properly; and the right of citizens to privacy and freedom from having their properties raided. A warrant is ordinarily a remedy of last resort. Ordinarily, a Court will expect a liquidator to have made a formal request before applying for a warrant. In the present case, the liquidators have made multiple formal requests to Mrs Black. The requirement that there has been concealment of property or books may be met by a finding of a persistent pattern of noncooperation or evasion. However, it is not necessary to establish such a pattern for a warrant to be issued. Other factors that have been relied upon for a finding that there has been concealment of property or books include: (a) refusals to comply with a liquidator’s requests to deliver up books; (b) a dismissive attitude towards a liquidator; (c) transfers of assets to, and the continued use of the assets by, related companies or entities without proper accounting.

(Footnotes omitted). (Emphasis in original).

12    In the above recitation, Mr Neggo SC, very properly, identifies some “reservations” that have borne upon the willingness of earlier courts to issue a search and seizure warrant. For instance, reference was made to Cvitanovic v Kenna & Brown Pty Ltd (1995) 18 ACSR 387 (Cvitanovic), wherein Young J noted (at 388) albeit, at the turn of the last century, that the exercise of the power in s 530C of the Act “throw[s] up” two “basic, but conflicting, rights”:

… The first is the right of the public, creditors and the administration of justice to have companies in liquidation properly administered. Subsidiary to this is the prevention of the reprehensible behaviour referred to in the Explanatory Notes to the Corporate Law Reform Bill of 1992. The other interest is the interest of citizens that their homes should not be “raided” by the state, except in very special circumstances.

13    His Honour proceeded to observe (at 388) that “s 530C must be a remedy of last resort”. Here, there is no question, upon the material presently available, that the point of last resort has been reached. The Liquidators have properly pursued all reasonable avenues to recover Blacktrans’ assets and books. They have made multiple requests of Ms Black to produce the assets, records and books of the company; not only have those requests been ignored, but the evidence reveals that efforts have been made to conceal the requested materials and, indeed, one might conclude that there has been a persistent pattern of non-cooperation or evasion: see, in this respect, Re Whitemore Holdings Ltd (In Liquidation) [2004] FCA 806 [10]; Beattie v Gray [2018] FCA 1524 [9].

14    The other factors identified by Mr Neggo SC as relevant to a finding that there has been some form of concealment of property or books – refusals to comply with a liquidator’s requests to deliver up books (Vartelas v Kyriakou [2009] FCA 1489 [6] (Kyriakou)); a dismissive attitude towards a liquidator (Kyriakou [8]); transfers of assets to, and continued use of the assets by, related companies/entities without proper accounting (Crisp, in the matter of Buchanan Group Holdings Pty Ltd v Iliopoulos [2011] FCA 1521 [11]) – appear to be largely satisfied here. As such, I am content to make the order sought by the Liquidators under s 530C of the Act.

15    As an aside, I query whether, despite my finding that the established cases perfectly justify the making of such order, the corporate landscape has not changed since the observations of Young J in Cvitanovic. That is, at the end of the last century, at least, there was a certain opprobrium to companies or directors not meeting their obligations to creditors. There was a certain amount of commercial disparagement for people who not only were unable to pay their creditors, but took active steps to prevent creditors being paid. The observations of Young J certainly had their place at that time, but I perceive a change in corporate morality in modern Australia, and being one in which the fulfilment of obligations, particularly those that are imposed by the Act on directors of insolvent companies, are honoured more in their breach than in their observance.

16    Ultimately, although the circumstances of this case fit fairly and squarely within the established authorities, it might now be doubted that the tool provided by s 530C of the Act appropriately remains “one of last resort” (cf Cvitanovic 388) given the state of corporate morality in 2025. There is nothing within the Act which suggests that the remedy is to be available only in such a limited circumstance. Moreover, the power is one conditioned upon the Court’s satisfaction of the matters in subparagraph (1)(b), which involve, on any view, what can only be classed as extremely poor conduct by persons who have, or otherwise have had, the property or books of the insolvent company. Once such conduct is evidenced, there seems to be little justification for requiring a liquidator to attempt every other means of recovery before a warrant will issue.

17    Returning to the circumstances before the Court, it is evident that there has been a persistent failure by Ms Black to deliver up the assets, records and books of Blacktrans; a warrant should, therefore, issue. There is little doubt the company’s assets exist. They have not been provided to the Liquidators. There are some assets that have been used by Ms Black and her family or, indeed, as the evidence suggests, her friends. Similarly, company books do (or did) exist; Ms Black has refused, on multiple occasions, to deliver them up, notwithstanding that there is good reason to believe that they remain in her possession. Indeed, on the evidence canvassed in the Affidavits, Ms Black has exhibited a dismissive attitude towards the Liquidators.

18    The draft warrant annexed to the “Amended Originating Process” (provided to the Court on 4 December 2025) is in a form acceptable to the Court. Although it is slightly broader than that which might previously have been issued, it is nonetheless acceptable under the prevailing case law. Very properly, Mr Neggo SC set out alternative forms of warrant. However, in the context of this case, the broader form that was sought by the Liquidators is wholly justified.

19    I have previously noted that the Application was brought ex parte and why that is appropriate (supra [2]). To that, I note that, on the evidence before the Court, it is not any strain to imagine that if the Blacks were to become aware of these proceedings, further efforts might be made to conceal the assets, records or books or move them beyond the reach of the Liquidators. Thus, it is also appropriate for suppression orders to be made (in the form set out by the Application).

20    An ancillary order should also be made pursuant to s 597A of the Act, requiring Ms Black to provide an affidavit containing information about the whereabouts (or last known whereabouts) of the outstanding vehicles (and keys) after the warrant is executed. Even though one suspects the lack of assistance given by Ms Black might continue, an order of the Court may have some salutary effect upon her attitude; there is no good reason why such an order should not be made.

21    In those circumstances, I am prepared to make the orders sought on the Application.

Note

22    These are the amended and revised reasons for judgment given on 4 December 2025. Whilst the reasons given above refine and develop those that were delivered ex tempore, the substance of what was said that day has not been changed nor has any other material change been made.

Associate:    

Dated:    19 December 2025