Federal Court of Australia

First Class Securities Limited v Global Future Holdings Pty Ltd (Freezing Orders) [2026] FCA 48

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to rule 7.32 of the Federal Court Rules 2011 (Cth), until further order, and on the Applicant giving the undertaking as to damages in the form set out in Schedule A (including as to the provision of security for the undertaking provided for in paragraph 7 of Schedule A regarding the said payment into Court), an order against the First Respondent, Second Respondent and Third Respondent in the form set out in Annexure A to these orders.

2.    There be leave to apply in relation to the quantum of the security given in support of the undertaking as to damages on three business days’ notice.

3.    The Respondents are to pay the Applicant's costs of the hearing on 9 January 2026 in the lump sum of $3,500 such costs to be payable forthwith.

4.    The costs to date otherwise be costs in the cause.

5.    The proceeding be listed for case management on a date to be advised by the Associate to the docket Judge.

6.    These orders be entered forthwith.

7.    For the avoidance of doubt the orders made on an ex parte basis on 5 January 2026, as amended on 9 January 2026, are discharged upon this order being entered.

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

ANNEXURE A

Freezing Orders

[The Order entered is available on the Commonwealth Courts Portal, which includes Annexure A (Freezing Orders).]

SCHEDULE A

Undertakings

[The Order entered is available on the Commonwealth Courts Portal, which includes Schedule A (Undertakings).]

REASONS FOR JUDGMENT

Delivered ex tempore, revised from transcript

CHEESEMAN J:

INTRODUCTION

1    These reasons are addressed to the inter partes return of ex parte freezing and related orders which were made on 5 January 2026: First Class Securities Limited v Global Future Holdings Pty Ltd [2026] FCA 1 (Shariff J).

2    First Class Securities Limited, the applicant, is a company domiciled in Mauritius which describes itself as providing brokerage services to fund managers and high net worth individuals worldwide. First Class says that it undertakes investment opportunities around the world, with the intention of deriving profits. First Class identifies its relevant officers and employees as including Ms Linda Derkaca (director), her brother, Mr Tom Derkaca (employee) and Mr John Kazal (employee).

3    Global Future Holdings Pty Ltd and Paragon Finance Group Pty Ltd, the first and second respondents, are companies that promote themselves as providing private equity to major infrastructure and other high value projects including those located in Australia.

4    Mr Alande Mustafa Safi, the third respondent, is the sole director and a beneficial interest holder in each of Global Future and Paragon Finance and appears to be based in Dubai although the respondents’ solicitor asserts that he is presently in Hong Kong. Relevantly, it is alleged that during the relevant period, Mr Safi promoted opportunities for investments to be made in Australian infrastructure projects through himself and Global Future and Paragon Finance.

5    The dispute between the parties centres on an Investment Agreement between First Class and Global Future (represented by Mr Safi as “Chairman/Managing Director”) dated 22 September 2025. In a document styled as an affidavit but which had not been duly affirmed until today’s hearing, Mr Safi acknowledges that the Investment Agreement was executed by Global Future. A copy of the Investment Agreement is in evidence on this application.

6    The salient features of the agreement for the purpose of this application include the following. The agreement provided for First Class to invest USD $10 million by transferring funds in that amount in three tranches to Global Finance’s nominated bank account. The tranches were payable as follows: tranche 1 comprising USD $2.5 million was to be transferred on 22 September 2025; tranche 2 of USD $2.5 million was to be transferred within three business days after tranche 1; and tranche 3 of USD $5 million was to be transferred within three business days after tranche 2. The term of the investment was for a period of 10 business days at which time the investment matured and Global Finance was required to repay the Principal Sum (as defined) and any “interest or return owing”.

7    The agreement included as background clauses (C)-(D) that provided:

(C)    The return on the funds is agreed by both parties as follows:

•    The return on the first and second tranche totaling $5,000,000.00 USD shall be 55% equating to $2,750,000.00 USD.

•    The return on the third tranche of $5,000,000.00 USD shall be 30% equating to $1,500,000.00 USD.

Upon maturity of this agreement, Party B shall receive from Party A the principal sum of $10,000,000 USD, along with the agreed return totaling $4,250,000.00 USD, which represents the combined return on both tranches.

(D)    These returns are agreed upon by both parties and are to be paid in accordance with the terms set forth in this agreement.

8    The purpose was expressly stated to be “to use the Funds to invest in the debt facility for the South East Melbourne Airport project land holdings”.

9    The agreement included as background clause (H) that provided:

Both parties agree that should the final investment be short of up to 5% of this signed agreement, then the agreement will be honored by Party A in it’s entirety. Furthermore, as mutually agreed, even if the shortfall exceeds 5%, Party A remains fully committed to honor the agreement in its entirety.

10    On any view the documented terms of the Investment Agreement are extraordinary. There is an absence of evidence before me as to the commercial context of the alleged airport project from which I could infer that the extraordinary rate of interest or return was informed by or could be justified by reference to legitimate commercial imperatives.

11    First Class says it invested approximately USD $5 million (being the first and second tranches of three proposed tranches) but acknowledges that the funds transfers were more fragmented than was contemplated by the contract. By that, I mean that rather than being transferred in two funds transfers, the total amount of approximately USD $5 million was transferred in well over two individual transfers. First Class did not pay the third tranche of the investment.

12    On this application, I was taken to a letter said to be incorporated by reference into the Investment Agreement. The letter is also dated 22 September 2025. It is not necessary, for the purpose of these reasons, to engage in the detail of that letter other than to note that First Class relies on it as supporting its argument as to the proper construction of the Investment Agreement.

13    First Class claims that the investment reached maturity and Global Future was obliged to repay the principal sum on 5 November 2025, being 10 business days after the last instalment of the approximately USD $5 million was paid to Global Finance for and/or on behalf of First Class. First Class claims that Global Future was obliged to pay, on 5 November 2025, the guaranteed return of 55%, which equated to USD $2.75 million, as interest or return.

14    First Class claims an outstanding debt of USD $7,207,423.05, Global Future having repaid approximately USD $552,563.

15    First Class moves on the interlocutory prayer for relief in paragraph 5 of the Originating Application filed 29 December 2025 and relies on r 7.32 of the Federal Court Rules 2011 (Cth) (the Rules).

16    After freezing orders and asset disclosure orders were made following an ex parte hearing, the proceeding was returned before Moore J (sitting as Commercial and Corporations Duty Judge) for the purpose of giving the respondents an opportunity to oppose (or seek a variation of) the freezing orders. The respondents were represented by Mr Massi Ahmadzay of Massi Ahmadzay & Associates. The respondents indicated that they would be seeking to oppose the freezing orders but required additional time to compile their evidence. On 9 January 2026, Moore J made orders setting a timetable for the filing of submissions and evidence and listed the proceeding for the contested inter partes hearing in relation to the continuation of the freezing orders in the week of 2 February 2026. The existing freezing orders, as modified by the orders made on 9 January 2026, are expressed to continue to operate until 5.00 pm on the date of the further interlocutory hearing.

17    After the hearing before Moore J, the respondents filed a notice of address for service on 20 January 2026 naming their legal representatives as Mr Ahmadzay of Massi Ahmadzay & Associates.

18    The inter partes return comes before me today in my capacity as Commercial & Corporations Duty Judge.

19    The timetabling orders made by Moore J have not been observed by the respondents. In addition, and more significantly, the respondents have not complied with the Court’s order made on 5 January 2026 for the filing of an asset disclosure affidavit. In failing to comply with the order to file an asset disclosure affidavit, the respondents potentially exposed themselves to an application for contempt orders to be made against them. I will return to the issue of the respondents’ asset disclosure below.

20    On 23 January 2026, I made additional procedural orders. In the period between 23 January 2026 and yesterday my chambers have communicated with the parties’ representatives seeking to ascertain whether, given the respondents’ failure to file any evidence or submissions in accordance with the timetabling orders, or at all, the respondents still intended to contest the orders which had been made on an ex parte basis. Until late yesterday, Mr Ahmadzay did not respond to any emails from my chambers. The evidence before me demonstrates that Mr Ahmadzay has also not responded to communications from First Class’s representatives. The discourtesy of Mr Ahmadzay in facilitating his clients to play possum until late yesterday is stark. It is not consistent with the professional obligations that a solicitor owes to the Court in the conduct of litigation in this Court.

21    The matter was listed for case management hearing and the parties were notified that the substantive hearing on the interlocutory application would be listed for hearing at the case management hearing. The parties were further informed that the barrister or solicitor retained to appear on the application must be in attendance and that the Court would not be in a position to accommodate the convenience of counsel in listing the application for hearing and that the parties should be ready to proceed.

22    When the matter was called today, Mr Dinesh Ratnam of Counsel, instructed by HWLE Lawyers, appeared for First Class. Ms Vanessa Plain of Counsel, instructed by Massi Ahmadzay & Associates, appeared for the respondents. Ms Plain was granted leave to appear remotely. After a brief case management hearing, I listed the substantive hearing to be heard at 12.00 pm and I indicated to the parties that I would strive to determine the application today.

23    The hearing on the return of the freezing orders was due to take place on 9 January 2026 had not the respondents been successful in pushing the scheduled return date from 9 January 2026 to this week. Although the respondents asked for the hearing to be further delayed and not listed for determination this week, I did not regard it as consistent with the overarching purpose of the conduct of proceedings in this Court to accede to that request. The respondents have had time to file evidence and submissions but did not do so until the evening before the scheduled hearing. Even then, no written submissions were provided. I make no criticism of Ms Plain in that regard. The respondents have not provided an adequate explanation for their failure to comply with the Court’s orders. I acknowledge that Ms Plain apologised to the Court for the way in which the respondents have conducted themselves to date in the proceeding and indicated that she would be proactive in monitoring the respondents’ timely compliance with the orders of the Court now that she was aware of the procedural history.

24    In considering this application, on which First Class carries the onus, I must be satisfied that the orders sought are necessary for the purpose for which the power is given under r 7.32 of the Rules and that it is an appropriate exercise of discretion to make the orders. For the reasons that follow, I am satisfied that it is appropriate to make freezing orders as contemplated by and for the purpose identified in r 7.32 of the Rules until final determination of the substantive issues in dispute. There will be liberty to apply to discharge or vary the orders made on notice. In the event that the respondents exercise the liberty to apply they will bear the onus on any such future application having participated in the interlocutory hearing today.

EVIDENCE

25    First Class relies on the following evidence in support of continuing the freezing orders:

(1)    the affidavit of Linda Derkaca, Director of First Class, sworn 29 December 2025, and the exhibit to that affidavit;

(2)    the affidavit of Neil Martin Wallman, Partner at HWLE Lawyers, affirmed 29 December 2025, and the exhibits to that affidavit; and

(3)    the further affidavit of Mr Wallman, affirmed 27 January 2026, and the exhibit to that affidavit.

26    First Class relies on written submissions for the purpose of this hearing. First Class also states that it relies on the written submissions it made on the ex parte application and apparently the oral submissions it made before another judge. When the matter was called on, I indicated that I had not read the transcript of the ex parte application, and Mr Ratnam helpfully made his submissions on this application afresh.

27    First Class has provided an electronic court book which includes the affidavits and exhibits referred to above. Included in the court book is the first of the purported asset disclosure affidavits provided by the respondents, which was not duly affirmed. I will return to this issue.

28    In breach of the timetabling orders, at 9.17 pm last night the respondents provided my chambers with a purported affidavit of Mr Safi, a purported supplementary asset disclosure affidavit of Mr Safi on behalf of all three respondents, and an affidavit of Mr Ahmadzay affirmed 2 February 2026. The two affidavits of Mr Safi were not duly affirmed as they did not bear Mr Safi’s signature or Mr Ahmadzay’s signature as witness. During the course of the hearing today, as I have indicated, the respondents took steps to revise two of the three purported affidavits of Mr Safi, which were subsequently read on this application.

29    The respondents rely on the following evidence in opposition to continuing the freezing orders:

(1)    the affidavit of Mr Ahmadzay affirmed 2 February 2026;

(2)    the affidavit of Mr Safi affirmed 3 February 2026 (24 paragraphs); and

(3)    a second affidavit of Mr Safi affirmed 3 February 2026 (64 paragraphs) and the exhibit to that affidavit.

LEGAL FRAMEWORK

30    Rule 7.32 of the Rules provides:

(1)    The Court may make an order (a freezing order), with or without notice to a respondent, for the purpose of preventing the frustration or inhibition of the Court’s process by seeking to meet a danger that a judgment or prospective judgment of the Court will be wholly or partly unsatisfied.

(2)    A freezing order may be an order restraining a respondent from removing any assets located in or outside Australia or from disposing of, dealing with, or diminishing the value of, those assets.

31    The power conferred by r 7.32(1) is expressly subject to two limitations: first, the purpose of the order must be “the purpose of preventing the frustration or inhibition of the Court’s process”; and secondly, the order must address that purpose “by seeking to meet a danger that a judgment or prospective judgment of the Court will be wholly or partly unsatisfied.” Both limitations correspond with the established scope of the Federal Court’s general powers to grant a freezing order, being the power to make such orders as the Court may determine to be appropriate to prevent the abuse or frustration of its process in relation to matters coming within its jurisdiction. The danger must be sufficiently substantial to warrant the freezing order. The power must be exercised for the purpose for which it is conferred. A freezing order is directed to dispositions by a party which are intended to frustrate, or have the necessary effect of frustrating, the moving party in their attempt to seek through the Court a remedy for the obligation to which they claim the opposing party is subject: see Deputy Cmr of Taxation v Huang [2021] HCA 43; 273 CLR 429 at [17]-[18] (Gageler, Keane, Gordon and Gleeson JJ).

32    The different context that informs the making of orders under r 7.32 on an ex parte basis without notice and the making of such orders on the inter partes return include that on an ex parte application the respondents have not been served or had opportunity to respond to the allegations made against them. For that reason, observations made with respect to the issues on the ex parte application are necessarily preliminary and the exercise of the discretion is informed by the fact that the orders will be of closely confined duration until the matter is returned for an inter partes hearing at which time the affected party will have the opportunity to meet the application: see EVP Opportunities Master Pty Ltd as trustee for The EVP Opportunities Master Fund v Strong Room Technology Pty Ltd (Receiver and Manager Appointed) (Administrators Appointed) [2025] FCA 548 at [5]-[6] (Derrington J).

33    It is well recognised that the making of freezing orders is a drastic remedy which should not be lightly granted. The Court must be persuaded of the existence of a good arguable case, a danger that the processes of the Court will be undermined, and that in all of the circumstances the relevant discretion ought to be exercised to grant the relief sought, there being no lesser form of relief that would be adequate. Practice Note GPN-FRZG provides that the value of assets covered by any freezing order should not exceed the likely maximum amount of the claim, including interest and costs.

34    I will briefly address the principles relevant to what the applicant must establish to obtain the relief sought.

Good arguable case

35    A good arguable case involves something more than a serious question to be tried but does not rise as high as establishing a prima facie case. What is required is only that there be a claim barely capable of serious argument, it need not have a better than even chance of success. The question is not whether a party opposing the making of a freezing order has an arguable defence to the case proposed to be pursued by the party seeking the order. See Ninemia Maritime Corp v Trave GmbH & Co KG (The Niedersachsen) [1984] 1 All ER 398 at 404 (Mustill J); Deputy Cmr of Taxation v Greenfield Electrical Services Pty Ltd [2016] FCA 653; 103 ATR 327 at [7] (Flick J).

Risk of undermining the Court’s processes

36    The fundamental purpose of freezing orders is to prevent the abuse or frustration of a court’s process in relation to matters coming within its jurisdiction. The purpose of such an order is to preserve the status quo, not to change it in favour of the plaintiff.

37    The reference in r 7.32 to a ‘danger’ that a judgment or prospective judgment will go wholly or partly unsatisfied is a reference to a risk of that outcome. The risk must be real or substantial as opposed to a remote or speculative or theoretical possibility.

38    The applicant must prove facts from which the Court can infer the existence of a real or substantial risk on the balance of probabilities. It is not necessary to demonstrate that a respondent has a positive intention to frustrate a judgment. However, there must be facts from which a prudent, sensible commercial person can properly infer a danger of default if assets are removed from the jurisdiction.

39    There must be conduct on the part of the respondent which can reasonably be interpreted as potentially having the effect of frustrating the ordinary processes of the Court and the enforcement of its judgments or of being intended to do so or of being in any way evasive indicating dishonesty or otherwise indicating actually or potentially that the assets of the company have been or will be dealt with in an irregular way. That may include facts concerning a lack of available information about a respondent.

40    The mere fact of removal or danger of removal of assets from the jurisdiction will not necessarily give rise to a danger or risk that a judgment will go unsatisfied. It is necessary to take into account any reciprocal regimes for the registration and enforcement of judgments and other means by which a judgment may be enforced.

41    Ultimately, it is a question of evaluation as to whether the degree of the danger or risk is sufficient to justify an order bearing in mind that a freezing order is a drastic remedy which imposes a severe restriction on a respondent’s right to deal with its assets, and that the purpose of the order is not to provide security for a judgment which the applicant hopes to obtain and fears might not be satisfied.

42    A risk of dissipation of assets may be inferred by evidence of past conduct, including that the respondent has previously acted in a way which shows that his probity is not to be relied on. In many cases the risk of dissipation of assets to avoid a judgment will be evident from the moving party’s strong prima facie case of the respondent having fraudulently misappropriated assets or of other serious dishonesty. Such evidence may establish that it can reasonably be inferred that the respondent is the sort of person who would, unless restrained, not preserve his or her assets intact so that they might be available to a judgment creditor.

43    See generally Jackson v Sterling Industries Ltd (1987) 162 CLR 612 at 623 (Deane J); Cardile v LED Builders Pty Ltd [1999] HCA 18; 198 CLR 380 at [26] (Gaudron, McHugh, Gummow and Callinan JJ); Deputy Cmr of Taxation v Shi [2021] HCA 22; 273 CLR 235 at [22] (Gordon J); Deputy Cmr of Taxation v Hua Wang Bank Berhad [2010] FCA 1014; 273 ALR 194 at [12] (Kenny J); Ninemia Maritime at 406 (Mustill J); Patterson v BTR Engineering (Aust) Ltd (1989) 18 NSWLR 319 at 325-326 (Gleeson CJ).

Discretionary exercise of power

44    The making of a freezing order involves a discretionary exercise of power the exercise of which the Court may refuse.

45    The Court must be satisfied that no other remedy suitable to the circumstances and less extensive in scope is available, and that the balance of convenience favours the granting of relief.

46    The need for care in exercising the power to grant a freezing order is underscored by the fact that there may be difficulties associated with the quantification of recovery of damages pursuant to the usual undertaking that is required for the grant of such an order should it turn out that the order should not have been granted.

47    Discretionary considerations, including whether the applicant seeking the order has proceeded diligently and expeditiously, are relevant to the exercise of the power.

48    See generally Cardile at [51], [53] (Gaudron, McHugh, Gummow and Callinan JJ); Patterson at 321-322 (Gleeson CJ); Spotlight Pty Ltd v Mehta [2019] FCA 1796 at [25] (Anderson J); KTC v Singh [2018] NSWSC 1510 at [4]-[8] (White J); Hua Wang Bank at [13] (Kenny J).

CONSIDERATION

49    As I have said, First Class bears the onus on this application. Although First Class acknowledges that in its written submissions, it did not, at all times, appear to appreciate the burden it has on this application. First Class’s written submissions proceeded upon a misapprehension that because another judge, sitting as duty judge, was satisfied to make orders on an ex parte basis and because in First Class’s submissions “nothing has surfaced or otherwise offered by way of evidentiary consideration by the Respondents on the challenge” that the orders will necessarily be continued until the determination of the substantive issues in the proceeding.

50    That submission misconceives the relationship between the exercise of the Court’s discretion on an urgent ex parte application where the orders are typically of very limited duration and the exercise of the Court’s discretion on an interlocutory application after the parties have been afforded the opportunity to be heard and the orders if made are likely to endure until the substantive dispute is determined. Litigants seeking to avail themselves of the Court’s duty process must be thoroughly familiar with the procedural requirements and the practice notes that apply to the application they are prosecuting.

51    I reject the submissions made by First Class to the effect that because it had discharged its burden on an ex parte application that the onus on this application should be inverted by the Court addressing itself to the question of why the freezing orders should not be continued. I approach this application on the basis that to obtain relief First Class must discharge its burden on the evidence before me in accordance with the legal principles I have outlined above. At the commencement of argument today, Mr Ratnam acknowledged that this was the correct approach.

52    The relevant background to this application is set out it in the affidavit of Ms Derkaca and Mr Wallman’s affidavit of 19 December 2025, which were relevantly relied on in the ex parte application.

53    Mr Wallman’s second affidavit is broadly directed to the respondents’ conduct of the proceeding since being served with the ex parte orders. Mr Wallman goes into detail concerning the respondents’ default in complying with the timetabling orders (including the extended timeframes sought by the respondents on 9 January 2026); the unsatisfactory response to the correspondence sent to Mr Ahmadzay in which Mr Wallman sought to engage collaboratively with Mr Ahmadzay to bring the present interlocutory dispute to hearing in a way that was consistent with the overarching purpose specified in s 37M of the Federal Court of Australia Act 1976 (Cth) and which was met with persistent stonewalling; and a litany of concerns as to the adequacy of the information included in the document that purports to be an asset disclosure affidavit on behalf of each of the three respondents.

54    I now turn to consider the relevant matters on an application such as this.

Good arguable case

55    First Class frames its case against Global Finance as a claim for breach of the Investment Agreement and for misleading and deceptive conduct in contravention of s 18 of the Australian Consumer Law, which is in Schedule 2 of the Competition and Consumer Act 2010 (Cth). As against Paragon Finance and Mr Safi, First Class’s claim is limited to a claim for misleading and deceptive conduct in contravention of s 18 of the Australian Consumer Law.

56    On the evidence before me, I am satisfied that the applicant has established that it has a good arguable case for final relief in the sense that the claim is capable of serious argument in the accordance with the principles I have outlined above.

57    I note that the respondents did not contest the issue of "good arguable case" in relation to First Class’s claim against Global Finance on the basis of breach of the Investment Agreement or a money count for money had and received. The respondents did put in issue the claims based on s 18 of the Australian Consumer Law which, as I have said, are framed against each of the three respondents.

58    In relation to the claim for breach of the investment agreement against Global Finance, the concession made by the respondents was well-made. In relation to the claim for breach of the Investment Agreement against Global Finance I note that it appears to be common ground that the agreement was in fact executed. The parties are in dispute as to what I would describe as the proper construction of the Investment Agreement including as to the nature of the obligations imposed on each of the parties to the Investment Agreement, the steps taken alleged in pursuance of the Investment Agreement, and as to whether there has been a breach of the Investment Agreement. Counsel for First Class took me through various documents, including emails and text messages between Mr Safi and Ms Derkaca, Mr Derkaca, and Mr Kazal of First Class which are relied on to demonstrate that a good arguable case exists as to breach of the Investment Agreement by Global Finance. On the evidence before me, and having regard to the low threshold posed by this criterion, I am satisfied that First Class has established for the purpose of this application that it has a good arguable case against Global Finance for breach of the Investment Agreement.

59    In relation to the claim for misleading and deceptive conduct in contravention of s 18 of the Australian Consumer Law against Global Finance, Paragon Finance, and Mr Safi, I am satisfied that First Class has established a good arguable case against each of the respondents.

60    Ms Derkaca deposes to various representations alleged to have been made by each of the respondents to First Class through its officers and employees. Counsel for First Class took me through various documents, including emails, screenshots, text messages, and written documents, including promotional materials, alleged to contain the relevant representations. The test of a good arguable case is not onerous. On the evidence of Ms Derkaca which Counsel took me through, I am satisfied that First Class has met that standard in relation to establishing that the respondents engaged in misleading and deceptive conduct including by making representations which were arguably misleading and deceptive or in so far as the alleged representations related to future matters were made without reasonable grounds.

61    I acknowledge that Mr Safi in his affidavit which was read during the course of the hearing upon being duly affirmed denies many of the allegations made against him and traverses the allegations of fact which are the subject of Ms Derkaca’s affidavit, including by alleging that some of the documents put in evidence by First Class are fabricated. Significantly, the parties are in broad agreement as to the quantum of funds received by Global Finance. Mr Safi points to the fact the majority of the funds which make up the total sum received by Global Finance were paid by others and not by First Class. That does not detract from the fact that there is a good arguable case in circumstances where the third parties making the payments appear to have made the payments for and on behalf of First Class and that is reflected in documents in the style of statements prepared by Global Finance which are in evidence. Even allowing for Mr Safi’s denials in his affidavit, there is enough material before me on this application to comfortably establish that there is a good arguable case against each of the respondents on the misleading and deceptive conduct claims.

62    As I have mentioned, on the evening before this application was heard, the respondents circulated a purported affidavit of Mr Safi’s described as being made on behalf of all the respondents. The affidavit was not duly affirmed. The document does not bear Mr Safi’s signature or Mr Ahmadzay’s signature as witness. The declaration by Mr Ahmadzay that the document was signed and witnessed over audio visual link in accordance with s 12 of Electronic Transactions (Victoria) Act 2000 (Vic) and that all the requirements of s 12 had been met is patently incorrect. In light of the procedural history, the failure to comply with the Court’s orders and the inherent unreliability of this document, I rejected the affidavit. I should make it clear that Ms Plain, upon realising the defect in the affidavit, did not seek to formally read the affidavit, and instead took steps to secure a properly affirmed affidavit during the course of the hearing. As the day wore on, the affidavit was properly affirmed but the content of what Mr Safi said in the document did not change. Mr Safi’s affidavit does not dispel the highly suspicious and unusual appearance of the dealings between the parties to this application. In fact, the contrast between the documents in evidence that are not alleged to have been fabricated and the narrative deposed to by Mr Safi added weight to my conclusion that First Class has established for the purpose of this application that it has a good arguable case as to contravention of s 18 of the Australian Consumer Law against Global Finance, Paragon Finance, and Mr Safi. Again, in reaching that conclusion I am conscious of the low threshold that is involved.

Risk of undermining the Court’s processes

63    Applying the principles I have set out above, I am satisfied that the evidence presented on this application demonstrates a pattern of suspicious conduct involving a documented Investment Agreement the terms of which are to say the least, unusual, but which is conceded to have been entered into between the parties. The suspicious conduct involves the movement of large sums of money, allegations of falsified documents (including bank statements, transfer confirmations and the like), misleading if not fraudulent representations as to the use to the which the funds invested would be put, further representations as to the manner in which repayments would be made (including by way of collection of large amounts of cash from third parties in various locations in Dubai) and a variety of assertions as to various impediments to repayment and an attempt to secure a discharge of the Investment Agreement. Added to this is the fact that the parties appear to have business or property interests in a number of different jurisdictions including Lebanon, Mauritius, the United Arab Emirates, Indonesia, and Australia and that the respondents have not complied with the Court’s orders to disclose their assets in Australia and worldwide.

64    The first alleged asset disclosure affidavit purports to have been affirmed by Mr Safi on 15 January 2026. The content of Mr Safi’s affidavit is not in compliance with r 29.03 of the Rules and the purported reliance in the jurat on r 2.15(2) with respect to electronic signing is wrong. Rule 2.15 relevantly applies to a document other than an affidavit. The fact that the purported affidavit is materially defective was drawn to the respondents’ solicitor’s attention by First Class’s solicitors. That the respondents have still not filed a complete and comprehensive affidavit in compliance with the orders of 5 January 2026 is of concern.

65    The second purported asset disclosure affidavit of Mr Safi is described as a supplementary asset disclosure affidavit. This document was provided on the evening before the hearing and appears to have been created with a view to plugging the considerable omissions in the content of the first purported asset disclosure affidavit which were identified in Mr Wallman’s second affidavit and in the written submissions filed by the applicant in support of this application. As I have said, this affidavit was also irregular. The further version of this supplementary affidavit, which was supplied during the hearing, now appears to have been properly affirmed and was read on this application.

66    I will not engage with the substance of the first purported asset disclosure affidavit until the information is the subject of a duly affirmed affidavit. To afford any weight to that document that Mr Safi has placed before the Court would be to facilitate the respondents circumventing the Court’s asset disclosure orders, which are important to the efficacy of a freezing order as explained in Universal Music Australia Pty Ltd v Sharman License Holdings Ltd [2005] FCA 1587; 228 ALR 174 at [20] (Moore J), quoting P Biscoe, Mareva and Anton Piller Orders: Freezing and Search Orders (LexisNexis Butterworths, 2005) at [3.3]:

There are several reasons why an assets disclosure order is important to the efficacy of a freezing order. First, disclosure of the assets upon which the freezing order operates makes it more difficult for a respondent surreptitiously to disobey the freezing order. Secondly, disclosure identifies third parties such as banks who have custody of the assets and enables notice of the order to be given to them so as to bind them to the order, for third parties will be guilty of contempt of court if they knowingly assist a respondent to breach the order. Thirdly, disclosure may enable the freezing order to be framed by reference to specific assets rather than as a maximum sum order, thereby minimising oppression to the respondent, and unnecessary exposure of the applicant to risk under its undertaking as to damages. Fourthly, disclosure assists an applicant to make a rational decision whether to continue its undertaking as to damages

67    The reasons for requiring asset disclosure to be made by affidavit in circumstances such as the present are obvious. Regardless, if I was to pay any heed to the content of the first purported asset disclosure affidavit, even as supplemented by the second asset disclosure affidavit, I would be concerned. The value of the assets disclosed does not support a conclusion that the respondents are engaged in a substantial business operation in Australia of the type and scale which they are alleged to have held themselves out to be in the lead up to the entry into the Investment Agreement, which itself underscores the highly unusual circumstances of this application.

68    As it is, the concern I have runs deeper. I regard the fact that the respondents have not complied with the order for asset disclosure affidavits made on 5 January 2026 as a matter going to establish a real risk that the respondents’ assets may be dissipated to avoid a judgment being enforced against them. The inference I draw from the fact that Mr Safi did not file any duly affirmed affidavit in relation to the respondents’ individual asset positions in compliance with the orders made is that Mr Safi was not prepared to affirm the true position in relation to the respondents’ assets. I further infer that a potential reason for Mr Safi’s reluctance to comply with the asset disclosure orders is that he wishes to conceal that information with a view to avoiding any enforcement action should First Class succeed in obtaining a judgment in its favour.

69    My concern is further heightened by the way in which Mr Safi has represented that the outstanding debt of USD $7,207,423.05 has been repaid by way of purported bank transfers which have not eventuated, including, relevantly, a purported payment on 5 November 2025 in the amount of USD $7,500,000.00. Counsel for First Class took me through Mr Safi’s representations that the repayments failed due to certain unidentified “compliance issues”. Counsel for First Class also drew attention to the late November 2025 representations that the outstanding amount would be repaid in cash, including by way of arrangements in place with third parties, which required First Class to collect cash from third party individuals in various locations throughout Dubai. This conduct, if proven, speaks of dishonesty. The increasingly unusual means by which the alleged debt was proposed to be repaid gives rise to an inference that the conduct of the respondents is not legitimate.

70    For these reasons, I am satisfied that First Class has established the requisite risk of dissipation which is sufficient to justify making an order for the purpose recognised in r 7.32 of the Rules.

Balance of convenience

71    I am satisfied that the balance of convenience favours making freezing orders against each of the respondents which will operate until further order of the Court.

72    First, in making the freezing orders, I am conscious that such an order is an extraordinary remedy that will inevitably cause prejudice to the respondents. In weighing the balance of convenience, I consider that given the nature of the order some prejudice is inevitable, notwithstanding there being no evidence before me to establish actual prejudice. In my view, that potential for prejudice is mitigated by the undertakings that I will require from First Class as a condition of making these orders.

73    Secondly, while First Class has offered to the Court the usual undertaking as to damages I am concerned that First Class is a company domiciled in Mauritius and Counsel candidly acknowledged that First Class does not hold assets in Australia. To grant the freezing order on the basis of the undertaking in the usual form may possibly prove to be illusory and the Court ought not be satisfied with such an undertaking when it is well recognised that a Court of Equity imposes the undertaking as a condition of the making of the freezing order, and the Court ought to see that the condition is not a mere form: see Myring v Beale (1899) 20 LR (NSW) Eq; 15 WN (NSW) 243 (Simpson CJ in Eq).

74    The Court has an inherent or implied power to require security for an undertaking as to damages as an incident of its ability to condition the making of its own orders. The provision of security can be required as a condition of the Court acting on an undertaking as to damages given by a person who is not present in the jurisdiction, or alternatively, does not appear to have sufficiently disclosed a substantive financial basis on which to meet any liability on the undertaking in the event that it is called upon: ENRC Marketing AG v OJSC “Magnitogorsk Metallurgical Kombinat” [2011] FCA 1371; 285 ALR 444 at [11] (Rares J).

75    Here, doing my best in circumstances where the parties did not address this issue in their evidence, I regard it as appropriate to require security for the undertaking as to damages in the amount of AUD $100,000. I will grant leave to apply on notice to vary the quantum of the security to the parties with such leave if exercised to be supported by evidence. I interpolate to note that after a brief adjournment for the purpose of the applicant’s solicitors taking instructions, an undertaking was given to the Court which extended to the applicant paying the sum of AUD $100,000 into Court.

76    Thirdly, having considered the evidence at this interlocutory stage, I am satisfied that there is no alternative or less intrusive form of relief that would be appropriate in all of the circumstances.

77    Fourthly , the freezing orders contain the usual carve outs for a freezing order of this nature, including that it does not prohibit the respondents from paying their proper legal expenses or prevent the respondents from dealing with or disposing of any of its assets in the ordinary and proper course of their business, including paying business expenses bona fide and properly incurred.

78    Fifthly, I am satisfied that the fundamental purpose for issuing a freezing order has been established, that is, to prevent the abuse or frustration of this Court’s process. In particular, I am satisfied at the interlocutory stage that there is a real risk that the respondents may dissipate or encumber their assets with the result that any enforcement processes of this Court may be in danger of being frustrated.

79    Finally, in determining that the balance of convenience weighed in favour of continuing the freezing orders, I was persuaded in circumstances of this application not to require the applicants to obtain leave to serve the freezing orders on any banks: cf Albarran in his capacity as liquidator of State Road Constructions (in liquidation) v Ferrazzano [2025] FCA 730 at [81]-[90]. The evidence before me in relation to the manner in which the respondents have approached their respective obligations to comply with Court orders and in particular the lack of candour in the asset disclosures that were purportedly made in compliance with the Court’s orders is significant in this regard. The other factor that has caused me to depart from the approach taken in Ferrazzano and the authorities referred to therein is that to some extent the horse has already bolted, the ex parte orders having been served on some banks and there is as yet no suggestion that the relevant carve outs are not being observed. Finally, I place weight on the assurance given to the Court by Counsel appearing for First Class that in the event the respondents encounter difficulties with the banks observing the exceptions embodied in the freezing orders, First Class’s representatives will endeavour to resolve such issues by agreement and will bring the matter back before the Court promptly as required.

Exercise of discretion

80    Having regard to the whole of the evidence before me I am satisfied that First Class has established a good arguable case and that balance of the relevant considerations which inform the making of a freezing order under r 7.32 of the Rules weighs in favour of making the orders. I am further satisfied that there is no lesser form of relief which would mitigate against the danger that this Court’s processes would be frustrated. For these reasons, I conclude that it is in the interests of justice to make the freezing orders limited to the amount of USD $7,207,423.

CONCLUSION

81    For these reasons, I will make freezing orders against each of the respondents. Finally, I note that orders were made on 9 January 2026 referring this proceeding to the National Operations Registrar for allocation to a docket judge. Nothing in the orders I will make today in my capacity as duty judge detracts from that order. The proceeding should be allocated to a docket judge and any future applications should in the first instance be brought to the attention of the chambers of the docket judge in the ordinary course and consistently with the requirements of the GPN-DUTY practice note.

Associate:

Dated:    3 February 2026