Federal Court of Australia

Martin v GLF Martin (Services) Pty Limited [2026] FCA 963

ORDERS

THE COURT ORDERS THAT:

1.    Leave be granted to the plaintiff to file and serve by 4 pm on 24 July 2026:

(a)    a further amended originating process in the form provided at pages 29 to 35 of Exhibit AP-2 to the affidavit of Anthony Peterson affirmed 26 March 2026;

(b)    an amended statement of claim in the form provided at pages 36 to 53 of Exhibit AP-2.

2.    The third defendant is to pay the plaintiff’s costs of the interlocutory application filed on 26 March 2026.

3.    The proceeding be listed for case management hearing on 12 August 2026 at 9.30 am.

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

REASONS FOR JUDGMENT

MARKOVIC J:

1    By interlocutory application filed on 26 March 2026 Gina Martin, the plaintiff, applies to amend her originating process and statement of claim by: (1) adding two further parties, Alex Martin and Trexzon Pty Limited ACN 067 351 204, as fourth and fifth defendants respectively; and (2) adding to the claims made to date in the manner described below (amendment application).

2    Robert Martin, the second defendant, does not oppose the amendment application. Similarly, Alex Martin, who did not appear on the amendment application, indicated, through his solicitor who was observing the hearing of the amendment application, that he did not oppose his joinder to the proceeding. Accordingly, at the conclusion of that hearing I made an order joining him as the fourth defendant.

3    On the other hand, Julie Singleton, the third defendant, and Trexzon, the proposed fifth defendant, oppose the amendment application.

4    For ease and without intending any disrespect, I will refer to each of Gina Martin, Robert Martin, Julie Singleton and Alex Martin, who are siblings, by their respective first names.

Background

5    The following facts were relied on for the purpose of the amendment application.

6    The first defendant, GLF Martin (Services) Pty Limited ACN 000 994 267 (Company) was incorporated on 28 April 1972 and was controlled by Gordon Martin and Lena Martin who were Gina, Robert, Julie and Alex’s parents. It held and continues to hold real estate investments. Mr and Mrs Martin are deceased.

7    On 15 July 1997 the Company issued the following ordinary shares:

(1)    1000 B class shares to Gina;

(2)    1000 C class shares to Robert;

(3)    1000 D class shares to Julie; and

(4)    1000 E class shares to Alex.

Mr and Mrs Martin continued to hold five A class shares, with Mr Martin holding four of those shares and Mrs Martin holding the remaining one share.

8    On 9 June 2003 at a general meeting of the members of the Company, it was resolved by special resolution that the constitution of the Company be amended so that the rights attached to each of the issued A, B, C, D and E class shares be altered. The effect of the resolutions passed at that meeting was that:

(1)    the A class shares were entitled to vote at any general meeting, receive such dividends as the directors may declare and, upon a reduction in capital or winding up, to rank pari passu with all other shares in the capital of the Company and have the right to participate in the surplus profits and assets of the Company; and

(2)    the B, C, D and E class shares had no voting rights, could receive such dividends as the directors may declare and, upon a reduction of capital or winding up, are to rank pari passu with all other shares and be entitled to repayment of capital but are not entitled to any further participation in the surplus profits and assets of the Company.

9    The resolutions referred to in the preceding paragraph were passed to meet a financier’s requirement. It required all shareholders to execute a personal guarantee. The amendments made to the Company’s constitution at that time meant that only Mr and Mrs Martin, as the holders of the A class shares, were required to sign the loan documents and take on liability for the debts.

10    Until his death Mr Martin held all the shares on issue in Trexzon. Those shares are now held by Robert in his capacity as executor of Mr Martin’s estate.

11    On 27 June 2012, Mr Martin established a discretionary trust called the GLF Trust. On the same day, Trexzon resolved to “[a]ccept trusteeship of the GLF Trust” and to execute a deed of settlement. On 28 June 2012 Mr Martin signed a deed declaring that “where, after the date of this Deed, he declares … that he holds any of the Assets upon trust, the Assets shall, unless otherwise specified in that declaration, be held upon trust for [Trexzon] as Trustee for the GLF Trust”.

12    On 29 June 2012 Mr Martin as “Owner” signed a deed in which he declared that he henceforth “holds the Assets upon trust” where the “Assets” were defined to be the four A class shares in the Company.

13    On 30 June 2012 Mr Martin, representing the Trustee (i.e. Trexzon) and as “Absolute Beneficiary” (defined therein) under the Trust Deed dated 27 June 2012 constituting the GLF Trust, declared that:

henceforth, the provisions of Clauses 3.3 to 3.9 of the Trust Deed shall come into effect and apply to the trusts of the GLF Trust and declare that the Absolute Beneficiary has consented to the Trustee exercising its discretions under Clause 3 of the Trust Deed.

Clauses 3.3 to 3.9 concerned “discretions as to income with consent”.

14    On 19 September 2022 Julie was appointed as a director of Trexzon and since 22 September 2022 she has been its sole director.

15    On 20 September 2022 Trexzon as Trustee and Mr Martin as principal entered into a deed of amendment by which the Trust Deed was amended by adding Julie “as Principal and Absolute Beneficiary on and from the death of Gordon Martin as Principal and Absolute Beneficiary” (2022 Deed of Amendment).

16    On 30 June 2023 the Trust Deed was amended to include a new clause 31 titled “Categorisation of Income and Capital”.

17    Mrs Martin died on 5 July 2023.

18    Mr Martin died on 25 April 2024.

The pleaded case

19    In her originating process Gina relevantly seeks orders:

(1)    pursuant to s 54A of the Federal Court of Australia Act 1976 (Cth) and Pt 28.6 of the Federal Court Rules 2011 (Cth) referring the question of the value of the shares in the Company to John Sanidas of Level 1, Suite 142, 60 Martin Place, Sydney, NSW;

(2)    pursuant to s 233(1)(d) of the Corporations Act 2001 (Cth) that Robert, Julie and/or the Company purchase her shares in the Company at a value to be determined by the Court;

(3)    in the alternative to (1) above pursuant to s 233(1)(h) and/or s 1323(1)(h) of the Corporations Act that receivers be appointed as a receiver, or a receiver and manager, to all of the Company’s property; and

(4)    in the alternative to (1) above an order pursuant to s 233(1)(a) or s 461(k) of the Corporations Act, that the Company be wound up.

20    In summary in her statement of claim Gina alleges that the Company operates in a manner that is oppressive, unfairly discriminatory or unfairly prejudicial within the meaning of s 232(e) of the Corporations Act. The alleged oppressive conduct is the refusal by the Company, Robert and Julie to transfer to Gina her share of the A class shares in the Company. Gina also contends that the relationship between Robert, Julie, Alex and her, the remaining shareholders in the Company, has broken down to the point that it is not practicable for the Company to continue operating.

21    By her draft amended originating process Gina seeks to:

(1)    join Alex and Trexzon as fourth and fifth defendants respectively. There is no dispute that Alex should be joined as a defendant and, as set out above, that has now occurred;

(2)    remove the valuer proposed by Gina in the originating process and introduce a mechanism for appointing another valuer. I did not understand there to be any objection to this amendment to the originating process. It should be allowed; and

(3)    add prayers for relief contemplating, amongst other things, modification to the constitution of the Company, regulation of the affairs of the Company, amendment of the Company’s share structure, and equitable compensation from Julie and Trexzon (Relief Amendments). The Relief Amendments are opposed by Julie and Trexzon.

22    By her draft amended statement of claim Gina seeks to:

(1)    add Alex and Trexzon’s status as fourth and fifth defendants respectively;

(2)    add the characteristics of Trexzon which Gina says make it both a necessary party and a contributor to the oppression she alleges;

(3)    insert an allegation that Mr Martin insisted upon the change in rights associated with her shares in June 2003, which is relevant to the Company constitution aspects of the Relief Amendments;

(4)    insert allegations about the creation and relevant circumstances of the GLF Trust, of which she only became aware following receipt of documents produced under subpoena addressed to Trexzon in late February 2026, which are relevant to the Relief Amendments;

(5)    update the factual basis for her oppression claim, founded on details only known to Gina by reason of the documents recently produced under subpoena by Trexzon and which are relevant to the Relief Amendments; and

(6)    add factual matters that occurred in February 2026, relating to the parties’ attitudes to aspects of Gina’s claims which are relevant to, and reflect various parties’ attitudes to, the Relief Amendments.

Should the amendments be allowed?

23    Rule 8.21(1) of the Rules permits a party to apply to the Court for leave to amend an originating process for any reason, including relevantly:

(g)    to add or substitute a new claim for relief, or a new foundation in law for a claim for relief, that arises:

(i)    out of the same facts or substantially the same facts as those already pleaded to support an existing claim for relief by the applicant; or

(ii)    in whole or in part, out of facts or matters that have occurred or arisen since the start of the proceeding.

24    Rule 16.53 of the Rules concerns applications for leave to amend a pleading and relevantly provides:

(1)    Unless rule 16.51 applies, a party must apply for the leave of the Court to amend a pleading.

(2)    A party may apply under subrule (1) for leave to amend a pleading to add or substitute a new claim for relief, or a new foundation in law for a claim for relief that arises out of the same facts or substantially the same facts as those already pleaded to support an existing claim for relief by the party, even if the application is made after the end of any relevant period of limitation applying at the date the proceeding was started.

25    I referred to the principles to be applied in considering an application to amend pleadings in Taylor v Killer Queen LLC (No 4) [2021] FCA 1144 at [31]-[32] as follows:

31    In Tamaya Resources Limited (in liq) v Deloitte Touche Tohmatsu (A Firm), in the matter of Tamaya Resources Limited (in liq) [2015] FCA 1098 at [125]-[128] Gleeson J set out the principles which apply when considering an application to amend a pleading as follows:

125    The applicable principles are well established. The Court’s powers in rules 8.21(1) and 16.53 are broad. Consideration of whether to grant leave to amend must be undertaken in accordance with the overarching purpose set out in s 37M(1) of the Federal Court Act: Australian Competition and Consumer Commission v Jutsen (No 2) [2010] FCA 982 at [12]; Suzlon Energy Ltd v Bangad [2011] FCA 92; (2011) 196 FCR 259 at [19]; University of Sydney v ResMed Limited (No 5) [2012] FCA 232 at [14]; Bowen Energy Ltd v 2KD Drilling Pty Ltd [2012] FCA 275 at [8].

126    The onus is on the party seeking leave to amend to persuade the Court that such leave should be given: Dye v Commonwealth Securities Ltd (No 2) [2010] FCAFC 118 at [17].

127    The principles articulated by the High Court in Aon apply to matters in this Court: Cement Australia Pty Ltd v Australian Competition and Consumer Commission [2010] FCAFC 101; (2010) 187 FCR 261 (“Cement Australia”) at [43]. Relevant matters the Court is to consider include:

(1)    The nature and importance of the amendment to the party applying for it: Aon at [102];

(2)    The extent of the delay and the costs associated with the amendment: Aon at [102];

(3)    The prejudice that might be assumed to follow from the amendment, and that which is shown: Aon at [5], [100] and [102];

(4)    The explanation for any delay in applying for that leave: Aon at [108];

(5)    The parties’ choices to date in the litigation and the consequences of those choices: Aon at [112] and Luck v Chief Executive Officer of Centrelink [2015] FCAFC 75 (“Luck”) at [44];

(6)    The detriment to other litigants in the Court: Aon at [93], [95] and [114] and Luck at [44]; and

(7)    Potential loss of public confidence in the legal system which can arise where a court is seen to accede to applications made without adequate explanation or justification: Aon at [5], [24] and [30].

128    The weight to be given to the considerations identified in Aon, individually and in combination, and the outcome of the balancing process, may vary depending on the facts in the individual case: Cement Australia at [51].

32    The factors referred to by her Honour at [127] were approved in Tamaya Resources Limited (in liq) v Deloitte Touche Tohmatsu (A Firm) [2016] FCAFC 2; (2016) 332 ALR 199 at [125].

26    As a general matter I observe that there has been no delay on Gina’s part in applying to amend the originating process and statement of claim. She proceeded promptly after reviewing documents obtained on subpoena addressed to Trexzon. Nor can there said to be any detriment to any other litigants in the Court should the amendments be allowed, given the proceeding is at a relatively early stage.

27    With that background I turn to consider each category of proposed amendment.

28    The first concerns the joinder of Trexzon as a party.

29    Trexzon is a shareholder in the Company. It is the current non-beneficial holder of four A class shares as trustee for the GLF Trust.

30    In the originating process Gina seeks relief which includes the winding up of the Company, and the compulsory purchase of her shares in the Company by one or more of the defendants. As to the former, in the event that an order is made for its winding up, the Company’s assets will be liquidated and distributed to shareholders (including Trexzon), in accordance with the terms of the Company’s constitution. As to the latter, if the Company, or any of Robert, Julie or Alex, jointly or in some combination, is ordered to purchase Gina’s shares, it would follow that there would be an adjustment to the overall shareholdings within the Company such that Trexzon’s rights and interests would be altered from the current position. As Gina submits, if she is successful, in either case, Trexzon’s interests will be directly affected. In those circumstances, Trexzon is a necessary party: see News Ltd v Australian Rugby Football League Ltd (1996) 64 FCR 410 at 525 (Lockhart, von Doussa and Sackville JJ).

31    It follows that Trexzon should be joined to the proceeding.

32    The second category of proposed amendment, the Relief Amendments, is more controversial. They are opposed by Julie and Trexzon, which adopts Julie’s submissions.

33    As a general matter, Julie submits that the Company should be wound up given disagreement among the shareholders, which would resolve this proceeding, and that any “family disputes” about Mr Martin’s estate, which she says is at the heart of Gina’s complaint, are to be determined in the Supreme Court of New South Wales.

34    Julie submits that the proposed amendments at [4A] and [4B] of the amended originating process and [20A] and [32] of the draft amended statement of claim, which concern the special resolution passed on 9 June 2003 (which changed the rights of the holders of, relevantly, B class shares), have the following problems:

(1)    there is no evidence of oppression, and the evidence establishes that there was no oppression because the resolution was passed unanimously and to enable Mr and Mrs Martin to be the sole guarantors for a loan taken out at the time;

(2)    the amendment does not just reverse the resolution of 2003 but seeks to restructure the Company and shareholding rights as originally established in 1972, which does not sit well with the legislative intention in ss 232, 233 and 234 of the Corporations Act;

(3)    it has an impact on the value of Mr Martin’s estate which is subject to a grant of probate in the Supreme Court. The estate includes one A class share. The orders sought in this Court will adversely affect the value of that A class share. There has been a partial distribution of the estate on the assumption of the value of that share. This emphasises that any proceeding affecting the estate should be heard in the Supreme Court; and

(4)    the amendment appears to rely in part on what is asserted at [19] of the draft amended statement of claim. There is nothing to support that proposition. If Gina is relying on any material facts to support this interpretation of the “Object” of the Company, that material fact must be pleaded or the pleading cannot stand.

35    Julie’s objection and submissions focus on only one paragraph of the draft amended statement of claim. The amendments must be viewed as a whole. As I understand it, Gina’s allegation of oppression does not only rely on the events that took place in 2003. That is one step in the factual matrix. Rather her case is concerned with the fact that Julie has become beneficially entitled to 80.25% of the voting shares in the Company.

36    As to the relief sought, namely a modification to the constitution of the Company in a particular way, relief of that nature is expressly permitted by s 233 which permits the Court to make an order regulating the conduct of the Company’s affairs in the future, among other things. Further the question of whether a grant of the relief sought will adversely affect the value of the A class share held by Mr Martin’s estate is a factor to be considered in exercising the discretion to grant relief, it does not bear on the question of whether the amendment should be allowed.

37    Finally, [19] of the draft amended statement of claim is not new, it is included in the statement of claim. Julie has taken no steps to strike out that paragraph. Indeed, she has pleaded to [19] of the statement of claim in her defence. Whether Gina can establish the matters pleaded at [19] will be a matter for trial.

38    The next set of amendments to which Julie objects is at [5A] of the draft amended originating process and [20B], [20C], [20F], [20J], [20K]-[20N] and [20T] of the draft amended statement of claim. Those paragraphs set out the establishment of the GLF Trust and the terms of the Trust Deed ([20B]-[20C]), the signing by Mr Martin of the declaration on 30 June 2012 ([20F]), that Julie and Trexzon failed to obtain the consent of Gina and the other beneficiaries in relation to the 2022 Deed of Amendment ([20J]); that Trexzon as trustee of the GLF Trust and Julie as a director of Trexzon and principal under the Trust Deed owed fiduciary duties and the content of those duties ([20K]-[20L]), by appointing Julie as principal and Absolute Beneficiary, Trexzon preferred Julie’s interests over those of the other beneficiaries of the GLF Trust and breached its fiduciary duties and Julie was involved in that breach ([20M]-[20N]), and that by failing to cause Trexzon to use its majority voting power to facilitate and give effect to the object of the Company as pleaded at [19], Julie breached the duties she owed as director to the Company ([20T]).

39    First, Julie submits that the Court does not have power to allow these amendments because they do not arise out of the “same facts and circumstances” as required by r 8.21(1)(g) and r 16.53(2) of the Rules and because the Court has no jurisdiction to determine the claims as they are claims in equity and should be brought in the Supreme Court.

40    Rules 8.21(1)(g) and 16.53(2) are set out above. Julie gives those rules an unnaturally narrow reading.

41    In Deputy Commissioner of Taxation v Kocic (No 2) [2024] FCA 372 Abraham J set out the principles which apply to r 8.21 of the Rules at [12] to [14] including relevantly:

12    The FCR must be construed as a whole. Rule 8.21 is to be construed in light of rr 1.32 to 1.35 which allow the Court to enable the overarching purpose of the “civil practice and procedure provisions”; being the facilitation of the just resolution of disputes according to law and as quickly, inexpensively and efficiently as possible: see s 37M of the Federal Court of Australia Act 1976 (Cth) (FCA Act); McGraw-Hill Financial, Inc v Clurname Pty Ltd [2017] FCAFC 211; (2017) 123 ACSR 467 at [23]-[26].

…

14    Rule 8.21(g)(i) “requires the court to focus on the facts currently pleaded to determine whether the new claim for relief (or new legal foundation for a claim) arises out of the same, or substantially the same facts”: Darcy v Medtel Pty Ltd (No 3) [2004] FCA 807 at [30] cited in Carter, in the matter of Spec FS NSW Pty Ltd (In Liquidation) [2013] FCA 1027; (2013) 225 FCR 79 at [38]. The expression “substantially the same facts” does not mean “the same facts” and the need to prove additional facts to support the new cause of action does not preclude the exercise of the Court’s discretion under r 8.21(g)(i). If the additional facts to support the new cause of action arise out of substantially the same story as that which supports the original cause of action, the fact that there is a changed focus with elicitation of additional details should not, of itself, prevent a finding that the new cause of action arises out of substantially the same facts: Draney v Barry [1999] QCA 491; [2002] 1 Qd R 145 at [57] cited with approval in Bryant (Liquidator) v L.V. Dohnt & Co Pty Ltd, in the Matter of Gunns Limited (In Liq) (Receivers and Managers Appointed) [2018] FCA 238 at [71].

42    Rule 8.21 of the Rules is expressed in inclusive terms. The grounds on which an originating process can be amended are not limited to those set out in r 8.21(1). The subrule expressly provides that an applicant can apply to the Court to amend an originating process for any reason, including those set out at sub-ss (1)(a) to (g). Further, as recognised in Kocic r 8.21 is to be construed in light of r 1.32 to r 1.35 to enable the facilitation of the just resolution of disputes according to law as quickly, inexpensively and efficiently as possible.

43    Rule 16.53 of the Rules confers a broad discretion on the Court to grant leave to amend which is to be exercised having regard to the overarching purpose in s 37M of the Federal Court Act: see University of Sydney v ResMed Ltd (No 5) [2012] FCA 232 at [14] (Stone J). Amendments should be allowed that are necessary to allow the real questions in controversy between the parties to be determined: SPI Spirits (Cyprus) Ltd v Diageo Australia Ltd (No 4) [2007] FCA 1035 at [14] (Edmonds J).

44    The Court has power to allow these amendments. First, the categories of amendment of an originating process are not closed. In any event, it is apparent that these proposed amendments to the originating process and the statement of claim arise out of “substantially the same facts” as those already pleaded. They clearly arise out of “substantially the same story” with additional facts pleaded which came to Gina’s attention after documents were produced by Trexzon in answer to the subpoena served on it.

45    Next Julie submits that the Court does not have jurisdiction to determine the claims pleaded in [20B], [20C], [20F], [20J], [20K]-[20N] and [20T] of the draft amended statement of claim which she says arise in equity and must be litigated in the Supreme Court.

46    Section 19 of the Federal Court Act provides that the Court has such original jurisdiction as is vested in it by laws made by the Commonwealth Parliament.

47    Section 32 of the Federal Court Act concerns the Court’s associated jurisdiction and relevantly provides:

To the extent that the Constitution permits, jurisdiction is conferred on the Court in respect of matters not otherwise within its jurisdiction that are associated with matters (the core matters) in which the jurisdiction of the Court is invoked.

48    Relevantly, s 39B(1A)(c) of the Judiciary Act 1903 (Cth) provides:

(1A)    The original jurisdiction of the Federal Court of Australia also includes jurisdiction in any matter:

…

(c)    arising under any laws made by the Parliament, other than a matter in respect of which a criminal prosecution is instituted or any other criminal matter.

49    As Lee J explained in Essential Energy v Rose [2020] FCA 722; (2020) 145 ACSR 106, which concerned an application for leave to appeal from preliminary discovery orders, at [7]-[9]:

7    The “matter” is the justiciable controversy between the actors involved, comprised of the substratum of facts representing or amounting to the dispute or controversy between them. It is not the cause of action and is identifiable independently of a proceeding or proceedings brought for its determination: Fencott v Muller (1983) 152 CLR 570 (at 603–8 per Mason, Murphy, Brennan and Deane JJ); Australian Securities and Investments Commission v Edensor Nominees Pty Limited [2001] HCA 1; (2001) 204 CLR 559 (at 584–5 [50] per Gleeson CJ, Gaudron and Gummow JJ).

8    When s 39B(1A)(c) of the Judiciary Act was introduced in 1997, Parliament changed this Court from being a court of specific federal jurisdiction into a court of more general federal jurisdiction, extending its reach to all controversies or “matters” across all areas with respect to which the Parliament of the Commonwealth has made laws. So long as a “matter” can be said to “arise under” a law of the Parliament (such as the ACL), then the Federal Court is vested with jurisdiction to hear the whole of the dispute. It follows that once the jurisdiction of the Court has been invoked by reference to a justiciable issue within federal jurisdiction (say, a claim under a federal statute such as the ACL), the Court has jurisdiction to determine the whole “matter” or controversy between the parties: Re Wakim; Ex parte McNally [1999] HCA 27; (1999) 198 CLR 511 (at 584–8 [136]–[147] per Gummow and Hayne JJ). Accordingly, as a matter of impression and practical judgment, if a claim in negligence or nuisance not otherwise within federal jurisdiction arises out of the same “matter” which is within federal jurisdiction, then it will form part of the one justiciable controversy and, if the jurisdiction of this Court is invoked, it will be the duty of this Court, exercising Chapter III judicial power, to quell the whole controversy. It is, of course, heterodox to speak of any notion of concurrent state and federal jurisdiction.

9    As was pointed out per curiam in Burgundy Royale Investments Pty Ltd v Westpac Banking Corporation (1987) 18 FCR 212 (at 219 per Bowen CJ, Morling and Beaumont JJ), the Court’s jurisdiction is to “determine each of the claims which together constitute a federal ‘matter’”. Any other approach would mean that “the existence or absence of jurisdiction to deal with a particular claim would depend upon the substantive result of that claim”.

50    There is no dispute that the Court has jurisdiction to hear Gina’s claims under the Corporations Act. The Court’s original jurisdiction is attracted in relation to that claim. The claims for alleged breach of fiduciary duty (and the relief sought in relation to the Trust Deed for the GLF Trust) arise out of the same substratum of facts. There is a single matter or a single justiciable controversy comprising the federal and non-federal claims and the Court has jurisdiction to determine the whole of it. That is a complete answer to Julie’s objections to the proposed amendments insofar as she contends that they cannot be permitted because this Court has no jurisdiction to do so.

51    Lastly, Julie makes a range of objections. She submits that:

(1)    as the relief sought concerns the discretion exercised by Trexzon in its capacity as trustee of the GLF Trust, Gina has no standing;

(2)    if the amendments are permitted, Robert should be joined in his capacity as executor of Mr Martin’s estate;

(3)    if Gina brings the proceeding in her capacity as an unnamed member of a class of beneficiaries in the GLF Trust, all members of the class should be joined which would make the numbers substantial and include Julie’s children and (if any) grandchildren;

(4)    there is no connection between the proceeding as currently constituted and the proposed claim against Trexzon, a matter which I have addressed and rejected (see [28]-[31] above); and

(5)    as a director of the Company Julie had a duty to act in the interests of the Company as a whole in the discharge of her powers and duties as a director. The 2022 Deed of Amendment did not involve the discharge by Julie of her duties as a director of the Company. To the extent that she was involved as a director of Trexzon, she was exercising those powers and duties. There is no basis for the claim in [20R]-[20T], [32A] and [32B] of the proposed amended statement of claim. Nor is there any basis in law for the propositions in [20J] to [20O]. No fiduciary obligation was owed by Trexzon or Julie to the unnamed persons within a class of potential beneficiaries under a non-exhaustive discretionary trust.

52    Gina brings this proceeding in her capacity as a shareholder in the Company and has standing to do so. Her proposed claims against Trexzon concern it as Trustee of the GLF Trust and as a shareholder in the Company. The proceeding does not concern the estate of Mr Martin and there is no requirement to join Robert as executor of that estate. As Julie submits the A class shares held by Trexzon sit outside Mr Martin’s estate. More generally, in response to these objections, Gina’s proposed claims concern the control of Trexzon, its shareholding in the Company, and ultimately the allegation that Julie, who was a director of the Company at the relevant time and is the ultimate beneficiary under the GLF Trust, acted in a manner that was oppressive to Gina and/or in breach of her duties owed as a director of the Company and/or in breach of fiduciary duties owed to Gina and the other beneficiaries of the GLF Trust.

53    For those reasons, I will allow the further amended originating process and amended statement of claim in the form included in Exhibit AP-2 to the affidavit of Anthony Peterson affirmed 26 March 2026 to be filed and served.

54    Gina seeks an order that Julie pay her costs of the amendment application. Although both Julie and Trexzon opposed the amendment application, it was Julie who had principal carriage of, and made substantive submissions on it. Accordingly, I will make an order for Julie to pay the costs of that application.

Associate:

Dated:    22 July 2026