Federal Court of Australia

Crispino (liquidator), in the matter of Universal Steel Pty Ltd (In Liquidation) [2026] FCA 711

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 473 of the Corporations Act 2001 (Cth) (the Act), Roberto Crispino, a registered liquidator, do all things necessary within three (3) business days of the making of these orders, to resign from his role as the appointed liquidator of the first to third plaintiffs.

2.    Pursuant to s 90-15 of the Insolvency Practice Schedule, Roberto Crispino, a registered liquidator, do all things necessary within three (3) business days of the making of these orders, to resign from his role as the appointed liquidator of the fifth and sixth plaintiffs.

3.    Pursuant to ss 473A and 499(3)(a) of the Act, Messrs Nicholas Wollinski and Richard Albarran, each a registered liquidator, be appointed as the joint and several liquidators of the first, second, third, fifth and sixth plaintiffs.

4.    The costs of these proceedings be borne by Hall Chadwick.

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

REASONS FOR JUDGMENT

DERRINGTON J:

Introduction

1    This application is brought on an urgent basis by Mr Roberto Crispino, in his capacity as the liquidator of Universal Steel Pty Ltd (the first plaintiff), TPP Greenvale Pty Ltd (the second plaintiff), Need a Carrier Pty Ltd (the third plaintiff), Reflect Recruitment Pty Ltd (the fifth plaintiff) and Growth Executive Talent Pty Ltd (the sixth plaintiff). It arises by reason of Mr Crispino’s resignation from the firm Hall Chadwick, which is to take effect on and from 29 May 2026.

2    Mr Crispino seeks orders under s 473 of the Corporations Act 2001 (Cth) (the Act) in relation to the first to third plaintiffs, and under s 90-15 of the Insolvency Practice Schedule (Corporations) (being Schedule 2 to the Act) for orders in respect of the fifth and sixth plaintiffs, for his resignation as the registered liquidator of those companies. He also seeks orders under ss 473A and 499(3)(a) of the Act appointing Messrs Richard Albarran and Nicholas Wollinski, who are both partners of Hall Chadwick, as joint and several liquidators of the plaintiff companies.

3    For the reasons which follow, the orders sought should be made.

Background

4    Mr Crispino was appointed liquidator of the plaintiff companies on various dates between 2024 and 2025. On the material, it appears that the liquidations have been conducted in an orthodox manner. There is no allegation of any misconduct, impropriety, conflict or delinquency in his stewardship of the companies, nor in the circumstances giving rise to the relief sought.

5    The proceedings were commenced by way of an Originating Application filed 5 May 2026, and sufficient notice has been given to the creditors of the companies. The application was also served upon the Australian Securities and Investments Commission (ASIC). No party appeared in opposition to the application and ASIC, likewise, has not indicated any intention to be involved.

6    There is some urgency to the application because Mr Crispino’s resignation takes effect in a few days’ time.

Consideration

7    The primary question to be considered on this application is whether the Court should appoint Messrs Albarran and Wollinski to fill the vacancy left by Mr Crispino’s resignation. The principles relevant to the Court’s power to do so under s 499(3)(a) of the Act are well established and need not be assayed at length. Relevantly for present purposes, in Strawbridge, in the matter of Animal Supplies (Wholesale) Pty Ltd (in liq) [2021] FCA 566 at [13], Cheeseman J identified the following factors as favouring the exercise of discretion:

(a)    the desirability, for reasons of continuity and efficiency, of retaining the appointments within the same firm: Griffiths, in the matter of Auscabs Payment Solutions Pty Ltd [2017] FCA 1626 [7];

(b)    the advantage going forward of a joint and several appointment in terms of logistics and continuity: Re Equiticorp Australia Ltd (in liquidation) [2017] NSWSC 1456 [6];

(c)    the convenience and cost-effectiveness of the Court making the order to obviate the time and costs associated with arranging for and convening creditors’ meetings: Re FGM Print Pty Ltd [2018] NSWSC 1478 [10]; and

(d)    the Companies’ liquidations are at an advanced stage, and the remaining tasks are generally of an administrative nature.

8    Those factors generally apply here, and there is no need to consider them in any detail. Nor is there any concern about the proposed new liquidators, as they have duly consented to act and are familiar with the liquidations under consideration. That, too, will assist in minimising costs.

9    Notwithstanding, two key issues arose during the course of the hearing.

10    The first relates to the purpose of the application. It appears that Mr Crispino does not intend to retire as a liquidator, but is instead moving firms. Though not immediately apparent from the material, the rationale for the appointment of new liquidators from Hall Chadwick is said to be that it would be more cost efficient for those who have previously worked on the liquidations under Mr Crispino’s direction, and who will presumably remain with Hall Chadwick, to continue to do so. As was submitted by Mr Hyland for the plaintiffs, there is likely to be substantial cost involved in transferring the liquidations to a new firm. Conversely, it is likely that those costs will be avoided if those presently working on the liquidations continue to do so, rather than transferring the files to employees of another firm who would need to undertake substantial work to become familiar with the liquidations. Other costs would also presumably be incurred in transferring electronic data to a new computer system.

11    For present purposes, it can be accepted that a significant cost saving will be made if the liquidators were to remain with Hall Chadwick.

12    The second issue concerns the effect of the prohibition imposed by s 532(2) of the Act. That section provides as follows:

532    Disqualification of liquidator

…

(2)    Subject to this section, a person must not, except with the leave of the Court, seek to be appointed, or act, as liquidator of a company:

(a)    if the person, or a body corporate in which the person has a substantial holding, is indebted in an amount exceeding $5,000 to the company or a body corporate related to the company; or

(b)    if the person is, otherwise than in his or her capacity as liquidator, a creditor of the company or of a related body corporate in an amount exceeding $5,000; or

(c)     if:

(i)    the person is an officer or employee of the company (otherwise than by reason of being a liquidator of the company or of a related body corporate); or

(ii)     the person is an officer or employee of any body corporate that is a secured party in relation to property of the company; or

(iii)     the person is an auditor of the company; or

(iv)     the person is a partner or employee of an auditor of the company; or

(v)     the person is a partner, employer or employee of an officer of the company; or

(vi)     the person is a partner or employee of an employee of an officer of the company.

13    On the evidence before the Court, there are amounts owing to Hall Chadwick in each of the five active liquidations. All such amounts are greater than $5,000 and, indeed, substantially so. That provides some cause for concern in the context of the present application.

14    In Re Michael (2023) 170 ACSR 500 at 513 – 515 [56] – [63] (Re Michael), the Court explained the effect of s 532(2)(b) on applications of this very nature. Relevantly, it was said that (at 513 – 514 [56] – [57], 515 [63]):

[56]    A workable understanding of the exception in s 532(2)(b) having been gathered in this way, it remains to ask whether the exception can operate in a scenario where:

(a)    a liquidator who is a partner in a partnership is proposed to be appointed to replace a resigning liquidator;

(b)     the resigning liquidator was a partner of, or was employed by, the same partnership during the period in which they occupied the office of liquidator; and

(c)     by reason of the actions of the resigning liquidator, the company in liquidation has become indebted to the partnership in an amount exceeding the statutory threshold of $5,000.

[57]    It might be observed at this juncture that, having regard to the facts of Re Perseus Mining and the other authorities of its generation discussed above, the paradigm case to which the exception in s 532(2)(b) applies is that where a person has been appointed as liquidator, has acted in that capacity for some time, and by so acting has become a creditor of the company in an amount exceeding $5,000. The exception clarifies that the person, already having been appointed as liquidator, does not need to be granted leave merely to continue acting in the role. It does not seem that the exception has ever been contemplated to apply to the scenario presently under consideration.

…

[63]    All of this goes to the point made at the very outset of this analysis: that a person seeking an order that the Court exercise its power under s 473A(1)(a) to fill a vacancy left by the resignation of a liquidator, in circumstances where that person is a partner in a partnership that has included the resigning liquidator (or has employed the resigning liquidator), ought properly to put before the Court evidence indicating whether or not he or she is a creditor of the company in an amount exceeding $5,000. In such a scenario, there will be a prima facie reason to suspect that leave might be required under s 532(2) due to an extant creditor-debtor relationship between the partnership and the company. That possibility should be addressed proactively by evidence.

15    It is unfortunate that, in the present case, there is a paucity of evidence as to the outstanding indebtedness. Whilst it was suggested that the hearing be adjourned to allow such evidence to be adduced, that did not seem appropriate in circumstances where (a) the cost of doing so would be borne by creditors, and (b) the application was made on an urgent basis.

16    Ultimately, notwithstanding the absence of evidence as to the indebtedness, the exceptional urgency of this application justifies the appointment of Messrs Albarran and Wollinski as replacement liquidators. That course obviates the time and expense associated with convening creditors’ meetings: see supra [7]. Moreover, Mr Hyland submitted that the failure to adduce more fulsome evidence arose from inadvertence and that it is in the best interests of creditors that the application be granted. Though the position is finely balanced, those submissions may be accepted.

17    Therefore, it is appropriate to make orders permitting Mr Crispino to resign as liquidator of the plaintiff companies and appointing Messrs Albarran and Wollinski in his stead.

Costs

18    As to the questions of costs, although Mr Hyland initially sought an order that costs be in the liquidations, that is not the appropriate course. It is noted that in Re Michael, the costs order was to the effect that the applicants bear their own costs of the application, with no recourse to or indemnity from the property of the companies under administration. A similar order ought to be made in this case.

Note

19    These are the amended and revised reasons for judgment given on 26 May 2026. 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:    9 June 2026

SCHEDULE OF PARTIES