Federal Court of Australia

Wood v Royal Agricultural Society of NSW (Summary Judgment and Amendment) [2026] FCA 1031

ORDERS

THE COURT ORDERS THAT:

First Respondent’s Interlocutory Application filed 3 October 2025

1. Order 1 of the First Respondent’s Interlocutory Application be dismissed.

2. Orders 2, 3 and 4 of the First Respondent’s Interlocutory Application be stood over.

3. The costs of the First Respondent’s Interlocutory Application be reserved.

Applicant’s Interlocutory Application filed 10 September 2025

4. Leave be granted to the Applicant to file, within 28 days of the date of these orders, a Further Amended Statement of Claim:

(a) in accordance with these reasons; and

(b) joining Dr Mark Schembri as third respondent.

5. The costs of the Applicant’s Interlocutory Application be reserved.

Case Management

6. The parties are to confer and approach the Court to fix a case management hearing.

7. Liberty to apply on three days’ notice by way of email to chambers.

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

REASONS FOR JUDGMENT

NEEDHAM J:

1 On 3 November 2025, I heard two interlocutory applications in these proceedings. The first was an interlocutory application (Amendment Application) filed by the applicant, Ms Tracey Wood, on 10 September 2025 seeking to amend the Amended Statement of Claim filed on 3 July 2025 (ASOC) and Originating Process dated 11 November 2024, and to join Dr Mark Schembri as a party to the proceedings by way of a Further Amended Originating Process and Further Amended Statement of Claim (FASOC). The second was an interlocutory application filed by the first respondent, the Royal Agricultural Society of NSW (RAS), dated 3 October 2025, for summary judgment, or in the alternative, for various parts of the ASOC to be struck out. For convenience, I will refer to this as the Summary Judgment Application.

2 The sensible way to proceed is to deal with the summary judgment aspect first, which, if successful, would be determinative of Ms Wood’s case. If however that is not successful, then the RAS seeks that individual paragraphs be struck out. The Amendment Application should be considered together with the strikeout application, as the amendments in the proposed FASOC and in correspondence from the applicant’s solicitor attempt to address the paragraphs objected to.

3 For the reasons set out below, I have declined to order summary judgment, and have given directions for the applicant to replead (including the proposed amendments in the FASOC) in accordance with these reasons and the parties’ correspondence, and have granted leave for the applicant to join Dr Schembri.

The parties

4 In this section I set out the parties to the proceedings and their roles within the various relevant organisations.

Tracey Wood

5 Ms Wood has been a member of the RAS since 2008 or 2009, and most recently before the hearing renewed her membership on 21 March 2025. Ms Wood exhibited her Boer goats at the Sydney Royal Easter Show between 2007-2022 (with the exception of 2020 when the Easter Show was cancelled due to the Covid-19 pandemic). She did so through her business Pacifica Boer Goat Stud.

6 Ms Wood claims in paragraphs 6 and 7 of her ASOC that she made protected disclosures (the contents of which are not expressly pleaded) broadly in relation to the 2022 Easter Show. The disclosures are contended by the RAS to be related to allegations of unprofessional conduct by Mr Paul Ormsby and Mr Darrell Bishop, and discrimination or unfair targeting of her by Mr Ormsby during his appointment as a judge at the 2022 Easter Show Goat Competition (as defined in [10] below). The disclosures referred to in paragraph 6 of the ASOC appear to be correspondence, mainly generated in relation to an RAS Disciplinary Committee meeting held in relation to Ms Wood and her husband Mr Richard Zidarew and their conduct at the 2022 Easter Show. Paragraph 12 of the ASOC sets out Ms Wood’s allegations about improper, unethical, discriminatory and unprofessional conduct against her by Mr Ormsby (as a judge) and Mr Bishop (as Chief Steward) at the 2022 Easter Show. For example, two of the allegations (which are denied by the RAS) are as follows:

…

(g)     As from 17 April 2022, that Mr. Ormsby was acting improperly, unethically, discriminatorily and unprofessionally in the exercise of his powers as a judge during the 2022 Sydney Royal Goat Competition conducted by the RAS, including in his conduct towards Ms. Wood and Pacifica;

(h)     As from on or around 17 April 2022, that Mr. Bishop was acting improperly, unethically, recklessly, negligently and unprofessionally in the exercise of his powers as Chief Steward during the 2022 Sydney Royal Goat Competition conducted by the RAS, including in his conduct towards Ms. Wood and Pacifica;

…

7 Ms Wood alleged that the RAS subjected her to detrimental conduct including victimisation, such as failing to investigate her complaints, banning her from attending, and her and Pacifica from exhibiting at, the 2023 Easter Show, failing to protect her identity (in contravention of s 1317AAE of the Corporations Act 2001 (Cth)), and complaints about the conduct of the disciplinary hearing. She pleaded that Mr Ormsby made threats to her, because of her protected disclosures, and as a result of the detrimental conduct and threats, she suffered loss and damage. She seeks exemplary damages from each of the RAS and Mr Ormsby.

8 The proposed FASOC removes Mr Ormsby from and adds Dr Schembri to the victimisation claim, and pleads detrimental conduct against Dr Schembri.

The RAS

9 The RAS is a not-for-profit membership-based organisation which principally engages with the community through its agricultural events. The Easter Show is the largest annual event held by the RAS, which takes place over a 12-day period during Easter each year at the Sydney Showgrounds.

10 Each year, the RAS facilitates the Sydney Royal Goat Competition at the Easter Show, which is divided into three categories: Angora goats, Boer goats, and Dairy goats. The two Boer goat breeders’ associations recognised by the RAS are the Boer Goat Breeders Association of Australia (BGBAA) and, since the 2019 show, Boer Goat Australia. All Boer goats must be registered by the BGBAA or Boer Goat Australia to be entered and exhibited at the Easter Show. Ms Wood was associated with the BGBAA.

11 The RAS is comprised of the board, Council, Honorary Councillors, Honorary Vice President and the NSW Minister for Agriculture. The RAS board is responsible for the overall direction of the RAS. The RAS also has 18 or 19 committees (noting the competing evidence in paragraphs 24 and 25 of Ms Nicole Bryce’s first affidavit filed 3 October 2025), each of which is chaired by an elected councillor who is responsible for overseeing the administration and logistics of the running of the Sydney Royal Competitions, which are exhibited at the Easter Show each year. One of these committees is the RAS Goat Committee (sometimes referred to in the evidence as the Goat Section Committee).

12 It was not in contest that the RAS is a regulated entity for the purposes of s 1317AAB of the Corporations Act.

Paul Ormsby

13 Mr Ormsby is the second respondent to the substantive proceedings. He was a judge at the 2022 Easter Show. It is pleaded at paragraph 2 of the ASOC that Mr Ormsby “was at all relevant times … a ‘Judge’, ‘Official’ and ‘Person’ for the purposes of the General Regulations of the [RAS]” which, apart from his appointment as judge for the period 16-19 April 2022, was denied by the RAS and by Mr Ormsby. It is not necessary for the purposes of this part of the application to determine his role.

14 It was confirmed at the hearing that Mr Ormsby was not a natural party to this particular application. He was called outside of the Court room, but did not appear at any time. He filed a defence on 6 June 2025, and did not put on an amended defence to the ASOC.

15 Ms Wood pleads that her complaints against Mr Ormsby about his conduct at the 2022 Easter Show were “upheld by an independent external investigator engaged by the Board of the [BGBAA]” (a matter not admitted by the RAS). The BGBAA finding is pleaded by Ms Wood at paragraph 12(hh) as:

… having considered witness evidence, it was determined on the balance of probabilities that Paul [Ormsby] acted discriminatorily towards the Pacifica Team (and Tracey [Wood]) at the 2022 Sydney Royal Easter show and the allegation of discriminatory behaviour towards the Pacifica Team – excluded from competing and animals disgruntled was substantiated …

and Mr Ormsby was removed as a BGBAA judge for a period of two years. It is not clear what “animals disgruntled” refers to. Mr Ormsby has not yet pleaded to paragraph 12(hh) as it is in the ASOC. However, his defence contends that her complaints are not whistleblower complaints, and:

to the extent the Applicant was dissatisfied with the poor performance of her livestock in the 2022 Royal Easter Show competition she had a right of appeal of the judges decision of which she knowingly chose not to avail herself.

16 The issues between Ms Wood and Mr Ormsby went beyond the goat judging arena into a personal dispute. Paragraph 12(aa) of the ASOC provides:

As from 18 April 2023, that Mr. Ormsby had provided a Statement in Answer to Ms. Wood’s Application for an Apprehended Personal Violence Order (the “Statement in Answer”). From the information contained in paragraph 13 of that Statement in Answer, Ms. Wood was aware of or reasonably suspected that Mr. Ormsby confirmed, amongst other matters that: “I acknowledge that I used words to the effect of ‘should be shot’ when describing in anger the ongoing complaints and conflict with Tracey Wood. This was not a threat and rather a colloquial term commonly used in my circles. This is evident by emails between board members. I also used the term ‘I wouldn’t waste a bullet on her’”

17 Mr Ormsby pleads that this allegation is a use of documents in other proceedings in breach of her obligations not to do so.

18 The Statement in Answer attached a letter from Dr Schembri dated 5 March 2023, the original publication of which is alleged to be a contravention of s 1317AAE of the Corporations Act as pleaded in paragraph 15(i) of the ASOC, and the republication in the Statement in Answer is pleaded as part of the general detriment suffered by Ms Wood in paragraph 16(e) of the ASOC.

19 The RAS does not admit this allegation in relation to Mr Ormsby.

Dr Mark Schembri

20 Dr Schembri was not represented on these applications as he is not currently a party. He is the third respondent to the proposed FASOC. He is however mentioned in a number of places in the ASOC. The ASOC pleads that he held a number of positions, including a vice president of the RAS and Chair of the Disciplinary Committee. Ms Wood seeks to plead that she made what is defined in the proposed pleading as the “Fourth Protected Disclosure” to inter alia Dr Schembri, and that “the RAS Disciplinary committee, including Dr Schembri, had violated numerous fundamental principles of procedural fairness and natural justice” at two hearings involving Ms Wood. (The underlined portion is taken from the proposed pleading).

21 Ms Wood alleges that Dr Schembri provided a letter in support of Mr Bishop dated 5 May 2023 which was published in Volume 75 No 3 of The Australian Goat World magazine. The publication of that letter and its republication in the magazine is alleged to be in contravention of s 1317AAE of the Corporations Act (paragraphs 15(i) and (k) and 16(e) of the ASOC). Dr Schembri also provided the letter dated 5 March 2023 referred to in [18] above to Mr Ormsby.

22 It appears that Dr Schembri is proposed to be joined at least partly in his position as Chair of the Disciplinary Committee, and Ms Wood has referred to him in relation to the allegations of victimisation and detrimental conduct in the existing pleading. The proposed FASOC claims that the RAS had a duty to comply with legislation and standards in relation to actions of Dr Schembri and/or Mr Ormsby so as to act properly over a range of matters pleaded in paragraph 18-C of the proposed FASOC. Ms Wood seeks to add Dr Schembri to seek inter alia exemplary damages from him.

The claim

23 Ms Wood brings these proceedings in reliance on the provisions providing protections for whistleblowers found in Part 9.4AAA of the Corporations Act. She contends that the RAS contravened ss 1317AC(1) and/or (2) by engaging in certain conduct when it believed or suspected that Ms Wood made, may have made, proposed to make, or could make a disclosure qualifying for protection under Part 9.4AAA. She claims the conduct of the RAS caused her detriment, and seeks compensation and other relief pursuant to ss 1317AD and 1317AE of the Corporations Act.

24 Paragraph 5 of the ASOC states that “Ms Wood has supplied services and goods to the RAS for a number of years, in a range of capacities and accordingly is an eligible whistleblower for the purposes of s 1317AAA(c), (e) and (g) of the [Corporations Act]” (underlining in ASOC). The relevant subsections of s 1317AAA are extracted below:

1317AAA  Meaning of eligible whistleblower

An individual is an eligible whistleblower in relation to a regulated entity if the individual is, or has been, any of the following:

…

(c)    an individual who supplies services or goods to the regulated entity (whether paid or unpaid);

…

(e)    an individual who is an associate of the regulated entity;

…

(g)    a relative of an individual referred to in any of paragraphs (a) to (f);

…

25 At the interlocutory hearing Ms Wood confirmed that she no longer relied on being “an associate” of the RAS pursuant to s 1317AAA(e) of the Corporations Act and that she would omit this reference if she were granted leave to amend the ASOC.

26 Ms Wood contended that her husband, Mr Zidarew, also supplied or procured the supply of goods to the RAS, or in the alternative, that Emanate Design Pty Ltd, a company of which Mr Zidarew was a director and employee, supplied or procured the supply of goods to the RAS. Relying on this, Ms Wood claimed that she is an eligible whistleblower pursuant to s 1317AAA(g) of the Corporations Act by reason of being a relative of an individual who supplies services or goods to the RAS, or the relative of an employee of a person who supplies services or goods to the RAS.

27 Eligible whistleblowers have a range of protections under Part 9.4AAA of the Corporations Act, including against any civil, criminal or administrative liability including disciplinary action (s 1317AB(1)(a)), enforcement of contractual remedies (s 1317AB(1)(b)), liability for defamation by way of qualified privilege (s 1317AB(2)(a)), termination of contract on the basis that the disclosure constitutes a breach of that contract (s 1317AB(2)(b)), and limits on the admissibility of the disclosure in certain proceedings (s 1317AB(1)(c)). Such protections arise out of “disclosures that qualify for protection” under Part 9.4AAA (s 1317AB(1)).

28 The proper construction of s 1317AAA is the key point of contest between the parties. The central plank of the Summary Judgment Application is that Ms Wood is not an eligible whistleblower in relation to the RAS because she was not a person who “is, or has been, … an individual who supplies services or goods to [the RAS] (whether paid or unpaid)” (s 1317AAA(c)) and is therefore not afforded the benefit of the protections, or entitled to the remedies, provided by Part 9.4AAA. The RAS submitted that because Ms Wood “cannot overcome this threshold issue”, the proceedings should be dismissed or, in the alternative, various parts of the ASOC should be struck out.

Summary Judgment Application

Power to grant summary judgment

29 The principles governing the Court’s power to order summary judgment are well settled. As the parties were in agreement as to the applicable principles, only a brief summary is set out below.

30 The RAS seeks summary judgment pursuant to s 31A(2) of the Federal Court of Australia Act 1976 (Cth) (FCA Act) and/or r 26.01 of the Federal Court Rules 2011 (Cth). These provisions permit summary dismissal of a claim where there are no reasonable prospects of success: Jefferson Ford Pty Ltd v Ford Motor Company of Australia Ltd [2008] FCAFC 60; 167 FCR 372 at [121]-[132] per Gordon J; Spencer v Commonwealth [2010] HCA 28; 241 CLR 118 at [24]-[26] per French CJ and Gummow J and [59]-[60] per Hayne, Crennan, Kiefel and Bell JJ.

31 The principles that apply to r 26.01(1)(a) of the Rules and s 31A of the FCA Act were summarised by Perry J in Eliezer v University of Sydney [2015] FCA 1045; 239 FCR 381 at [35]-[39], (approved by the Full Court in Kimber v Owners of Strata Plan No 48216 [2017] FCAFC 226; 258 FCR 575 (Logan, Kerr and Farrell JJ) at [62]), as follows:

35.     First, … the moving parties bear the onus of persuading the Court that the application has no reasonable prospects of succeeding …

36.     Secondly, … the intention behind the enactment of s 31A is “to lower the bar for obtaining summary judgment (including summary dismissal) below the level that had been fixed by such authorities as Dey v Victorian Railway Commissioners (1949) 78 CLR 62 at 91-92, and General Steel Industries Inc v Commissioner for Railways (NSW) (1964) 112 CLR 125 at 129 -130” …

37.     Thirdly, the assessment required by s 31A of whether a proceeding has no reasonable prospects of success necessitates the making of value judgments in the absence of a full and complete factual matrix and argument, with the result that the provision vests a discretion in the Court … That discretion includes whether to deal with the motion at once or at some later stage in the proceedings when the legal and factual issues have been more clearly defined …

38.     In the fourth place, despite the threshold for summary dismissal having been lowered, the discretion must still be exercised with caution ... Consistently with this, the discretion is concerned “with the bringing and defending of proceedings, not just with pleadings; with substance, not just with form” …

39.     Finally, …:

… the determination of a summary dismissal application therefore does not require a mini-trial based upon incomplete evidence to decide whether the proceedings are likely to succeed or fail at trial. Instead, it requires a critical examination of the available materials to determine whether there is a real question of law or fact that should be decided at trial. Each application for summary judgment or summary dismissal has to be determined according to its particular circumstances. What is required is a practical judgment of the case at hand. The relevant circumstances will partly depend upon the stage which the proceedings have reached. Among other things, this will affect the materials available to the Court considering the application, for example, whether pleadings have been exchanged, or discovery of documents has occurred.

(citations omitted; emphasis removed)

32 It was agreed that the Court’s power to dismiss proceedings summarily must be exercised with caution, particularly where the proceedings involve mixed questions of fact and law (Spencer at [24] per French CJ and Gummow J), as in the present case. Ms Wood submitted that as the question of whether she was an eligible whistleblower is a question of fact and law, it is one that should be determined at final hearing.

33 The RAS submitted that the existence of a mixed question of fact and law does not necessarily preclude the Court from resolving that question summarily, citing the observations of French CJ and Gummow J in Spencer at [25] that what is required is “a practical judgment … as to whether the applicant has more than a fanciful prospect of success. That may be a judgment of law or of fact, or of mixed fact and law.” Further, the onus is on the moving party to show a substantial absence of merit on either of the question of fact or law concerned, or on the mixed question: Australian Securities & Investments Commission v Cassimatis [2013] FCA 641; 220 FCR 256 at [49] (Reeves J).

34 Having regard to the principles above, the RAS submitted that there was a substantial absence of merit to Ms Wood’s threshold contention that she is an eligible whistleblower, such that the proceedings should be resolved summarily. The whistleblower protections are afforded only to “eligible whistleblowers” as defined in s 1317AAA of the Corporations Act. If Ms Wood is not an eligible whistleblower, then she is not afforded the benefits or protections of the remedies in Part 9.4AAA.

35 Ms Wood rejected the contention that her claim lacked merit. She said that her status as an eligible whistleblower was more than arguable, and the application for summary judgment and strike out should fail.

36 In determining whether a real question of fact exists such as to preclude summary judgment, the Court is required to draw all reasonable inferences in favour of Ms Wood: Jefferson Ford at [132] per Gordon J.

37 The question is whether Ms Wood is or has been:

(a) an “individual who supplies services or goods” to the RAS within the meaning of s 1317AAA(c); or

(b) a relative of an “individual who supplies services or goods” to the RAS or “employee of a person who supplies services or goods” to the RAS within the meaning of s 1317AAA(g).

38 The RAS submitted that the issue of statutory construction is:

What is meant by the phrase “an individual who supplies services or goods to the regulated entity (whether paid or unpaid)”?

39 Ms Wood submitted that the question required the Court to make at least two findings:

(a) whether the services or goods that Ms Wood, or Mr Zidarew, alleges were provided to the RAS were so provided (ie, a question of fact); and

(b) whether the services or goods are captured by the operation of the Corporations Act, or put differently, what is meant by the phrase “supplies goods services or goods” (ie, a question of law).

40 Ms Wood’s first question can substantively be dealt with by the approach which should be taken to an application of this kind; that is, by drawing all reasonable inferences in her favour. There is one factual dispute in relation to Mr Zidarew’s supply of goods in 2009 which can be resolved on the evidence before me, for reasons I deal with below. Otherwise, I intend to take Ms Wood’s assertions as to her supplies of services as they are made, and determine whether they are capable of grounding her whistleblower status in the light of the material before me.

41 I will consider the meaning of the statutory provision first, and then move to the questions of whether the ASOC should be struck out because there is a substantial absence of merit to the contention that Ms Wood supplied services to RAS, and/or that Mr Zidarew supplied goods to the RAS, sufficient to ground her standing as a whistleblower.

Ms Wood’s supplies as a basis for her standing as a whistleblower

42 The basis for Ms Wood’s claim that she is or has been an individual who supplies services and goods to the RAS is contained in the particulars to paragraph 5 of the ASOC, extracted below:

Particulars of services and goods

A.     Between 2009 and 2017, Ms. Wood worked for the RAS on an unpaid, voluntary basis to procure advertising for the RAS’s flagship event, the Sydney Royal Easter Show. Ms. Wood provided services and fundraising activities (including, without limitation, liaising with clients, and developing advertising and marketing materials and strategies for the RAS). As a result of those services and activities, Ms. Wood raised approximately $28,000 for the RAS in the period of 2010 until 2017;

B.     In 2013, Ms. Wood was appointed the RAS’s ‘Breed Captain’ for boer goats, which required Ms. Wood to liaise between Sydney Royal Easter Show exhibitors and the RAS’s Goat Committee (the “RAS Goat Committee”) for all queries, appeals and matters pertaining to boer goat exhibitors; and

C.     In 2018, Ms. Wood was awarded the RAS’s ‘Royal Agricultural Society of New South Wales Champion’ for her services and contribution to the RAS and the goat industry.

43 Ms Wood’s Reply, filed prior to the ASOC, indicated an additional basis upon which she supplied services and goods to the RAS. The particulars to paragraph 2 of the Reply state that:

A.     In or around 2009 Ms Wood supplied or procured the supply to the RAS and its officers of goods, being one plasma screen television, for use in the Sydney Royal Goat Competition to be conducted by the RAS at the Sydney Royal Easter Show.

44 At the hearing, Ms Wood relied on two affidavits of Mr Benjamin Kay, solicitor for Ms Wood, filed on 10 September 2025 and 21 October 2025. Mr Kay was cross-examined as to why Ms Wood could not have given evidence herself about the services and goods she says she supplied to RAS. Counsel for the RAS observed that Ms Wood was present in the courtroom at the hearing and there was no reason why she could not have given the evidence herself. Mr Kay’s explanation was that he had sought to reduce costs, and to avoid the duplication of evidence by putting on separate affidavits from multiple people.

45 On a strikeout application, being an interlocutory application, there is no barrier to Ms Wood not giving direct evidence and instead relying on Mr Kay giving evidence on information and belief: s 75 of the Evidence Act 1995 (Cth). The Court has broad powers to conduct hearings so that proceedings are conducted in accordance with the principles of civil case management set out in s 37M of the FCA Act and indeed has express power to make directions enabling evidence to be given on information and belief: see r 5.04(1) and r 5.04(3) (Item 23) of the Rules. Mr Kay’s evidence as to his instructions from Ms Wood going to her role as a supplier to the RAS is summarised below. Mr Kay also gave evidence on information and belief from Mr Zidarew as to his supply of a television. However, hearsay evidence is only as good as its source, and where documentary evidence, particularly business records, indicate that Mr Kay’s information is not correct, I can rely on that documentation instead of Mr Kay’s evidence on information and belief. As Abraham J said in Al Muderis v Nine Network Australia Pty Limited (Trial Judgment) [2025] FCA 909 at [154]:

… fact-finding should be based, as much as possible, on “contemporary materials, objectively established facts and the apparent logic of events”: Fox v Percy [2003] HCA 22; (2003) 214 CLR 118 at [31]. Contemporary documents are usually the most reliable source of evidence as to what occurred and are usually a good reference point for assessing the reliability of witness testimony: ET-China.com International Holdings Ltd v Cheung [2021] NSWCA 24 at [25].

46 Ms Wood submitted that she supplied services to the RAS on an unpaid, volunteer basis in a variety of capacities for a period of at least nine years. I consider the four bases upon which Ms Wood claims she supplied services and goods to the RAS under the headings below.

Supply of advertising and fundraising services

47 Ms Wood submitted that between 2009 and 2018, she supplied services on an unpaid basis for the RAS by way of raising money for advertising to contribute to the RAS’s costs of domestic and international judges engaged to adjudicate the Goat Competition at the Easter Show. It is necessary to say a little about the capacity in which Ms Wood was alleged to have supplied these advertising and fundraising services.

48 In Mr Kay’s second affidavit, he gave evidence that Ms Wood was a member of the Sydney Royal Boer Goat Committee from 2009 to 2017, which existed to assist the RAS in the conduct and organisation of the Boer goat competition at the Easter Show, and was constituted of members of the goat breeding community and members of the BGBAA. Ms Wood “supplied volunteer services to the RAS as part of that role” on the Sydney Royal Boer Goat Committee.

49 There is some contest as to whether the Sydney Royal Boer Goat Committee was a committee of the RAS. Mr Kay gave evidence that it was an informal auxiliary committee of the RAS Goat Section Committee. The RAS relied on three affidavits of Ms Nicole Bryce, who has worked for the RAS for some 31 years, was from May 2011 Manager, Sydney Royal Easter Show Competitions and Events, and is now Head of Agriculture. Ms Bryce’s first affidavit listed the committees of the RAS, which did not include the Sydney Royal Boer Goat Committee. Counsel for the RAS submitted that, contrary to the assertions in Mr Kay’s evidence, the Sydney Royal Boer Goat Committee was a committee of the BGBAA, not of the RAS.

50 Mr Kay’s evidence was that the RAS Goat Committee would hold meetings in the lead up to the Easter Show to discuss relevant topics, including the costs and fundraising relevant to the ‘goat section’ of the Easter Show (which included Angora and Dairy, as well as Boer goats). He noted that Ms Wood would attend and participate in these meetings, and annexed a copy of a notice of a meeting of the RAS Goat Section Committee in 2010, where Ms Wood’s name was listed (albeit as an invitee).

51 At the hearing, counsel for the applicant took me to examples of Ms Wood’s participation in various committees, which were annexed to Mr Kay’s second affidavit. In particular:

(a) agendas of the “RES Goat Section Breed Captains Meeting” on 31 January 2011 and 26 September 2011, where Ms Wood was noted as “by invitation” (“RES” in this context appearing to mean “Royal Easter Show”). This does not appear to be a meeting of the RAS Goat Committee; and

(b) letters addressed to Ms Wood inviting her to be part of a special Goat Committee meeting to discuss matters pertaining to the 2014 Goat Show, and another identical letter for the 2015 Goat Show (noting that the word “special” appears to govern the word “meeting” rather than the words “Goat Committee”). This meeting appears to be a meeting of the RAS Goat Committee, with Ms Wood attending by invitation.

52 Ms Wood’s supply of services, in the nature of procuring advertising and developing advertising marketing materials and strategies for the RAS, is said to have been supplied on a voluntary basis. Mr Kay said that Ms Wood would liaise with prospective and confirmed advertisers and assist in creating the advertisements to be shown during the Boer goat competition. For example, in 2012, Ms Wood wrote to Jennifer Jones and Vic Lee attaching a “2012 Confirmed Advertisers” report, noting that the amount from confirmed advertisers was $2,480 with a possibility of a further $800-$1000. There was also an email chain between Ms Wood, Chester Gooden, Ron Smith, and Brittany Thomson headed “Advertising at Sydney Royal 2015”. Ms Wood wrote an email on 7 February 2015 saying:

Hi Chester

It’s that time of the year again. [Your company] are always such good supporters. Can we count you in again for 2015?

Once again we are seeking your advertising support for the 2015 Sydney Royal Goat Show. Exhibitor numbers for this year’s show are very encouraging but we need the backing of businesses such as yours to help us make the show a success. With your help we can make this years’ event even bigger and better than 2014.

The benefits of advertising are listed below. Please call me if you have any questions.

We have your artwork from 2014 on file if you are happy to go with the same.

Regards

Tracey Wood

RAS Goat Committee

____________________________________________________________________

Please consider advertising at the 2015 Sydney Royal Goat Breed Show.

This year we are pleased to provide you with an advertising opportunity for your business or product for the duration of the Sydney Royal Goat section.

* Your message seen by a captive audience of judging spectators and passing patrons is in excess of 800,000 people. That’s remarkable exposure!

Your logo, advertising message or product image will be featured on the three (3) 190cm plasma event screens above the judge’s ring in a program of continuous rolling advertising images. Images will roll for 18 hours per day for 14 days.

* Each advertisement will be held static on screen for 15 seconds per screening.

* Advertising will be seen continuously for the duration of the Sydney Royal Goat Section 26 March - 8 April 2015. i.e based on 40 participating advertisers your ad will be seen for 15 seconds once every 10 minutes for 14 consecutive days.

* Advertising is priced at $220.00 for 2 x 15 seconds advertisements. Multiple advertising slots are available.

* All text, illustrations and photos to be provided by the advertiser by Monday 16 March. Send your artwork to Ron Smith at - XXXXXXX@live.com.au Advertisements to be supplied as hi-res MPEG PDF’s AVI or JPEG files. No other files please.

(emphasis removed)

Appointment as ‘Breed Captain’

53 In response to a Notice to Admit, the RAS admitted that in 2013, it appointed Ms Wood as “Breed Captain” for Boer goats. The particulars to the ASOC say that this required “Ms Wood to liaise between Sydney Royal Easter Show exhibitors and the RAS’s Goat Committee” for various matters pertaining to Boer goat exhibitors.

54 An annexure to Ms Bryce’s first affidavit is the 2013 Sydney Royal Goat Show Officials Guidelines. That document specifies that:

The Breed Captain is usually appointed by the breed society but the section committee reserves the right to approve the nomination and/or appoint an alternative. The role of a breed captain is very straight forward and easy to carry out. Their role is as follows:

1. The preference for the selection of a breed captain should [be] that they are not an exhibitor so that they will be available to exhibitors at most times.

2. The breed captain will be responsible for the resolution of issues raised from time to time during the breed’s presence in the pavilion. Should such issues not be able to be resolved by the breed captain, then he/she shall report such issues to the section coordinator for further attention.

3. The breed captain will be responsible for getting animals ready for a Grand Parade should their section be so required.

…

55 As Mr Bishop was acting as a judge in 2013, the “Goat Committee” approved an invitation to be extended to Ms Wood as the Breed Captain in his place. The “Goat Committee” which approved the invitation to Ms Wood as Breed Captain appears to be the RAS Goat Committee given that the meeting took place in the Chief Executive’s Office at the Sydney Showground.

56 Ms Wood’s duties were specified as two “Goat - Boer Bump In” sessions at 7 am and 3 pm on 29 March 2013, and the “Goat - Bump Out” session at 4 pm on 3 April 2013. It required her on each occasion to report to the steward-in-chief, Mr Morgan, at the Paddington Pavilion.

57 Ms Bryce was cross-examined on Ms Wood’s role as Breed Captain in that year. The extract from the database relating to Ms Wood’s assistance with the Goat Bump In session as Breed Captain included a checkbox for “Volunteer Form Received” which was ticked. Ms Bryce said that that term was misleading, and it was a “Conditions and Guidelines” form which became Exhibit A. Ms Bryce agreed that Ms Wood was, in her role as Breed Captain, officiating at the Easter Show and reporting to the steward-in-chief, who was an official of the RAS.

Award for services and contributions to the RAS

58 The RAS admitted that in 2018, it awarded Ms Wood “Champion of the RAS”. Minutes of a committee meeting of the RAS on 21 November 2017 recorded Ms Wood’s appointment as the Goat Champion for 2018. In the ASOC, Ms Wood contended that this was for “her services and contribution to the RAS and the goat industry”. The Briefing Paper for RAS Committee Chairmen described the award as a recognition of “individuals for their contribution and dedication to the RAS and the Sydney Royal Competitions … One ‘Champion of the RAS’ is selected per Committee each year, celebrating the contribution they have made to the [Easter] Show movement in general, and to their Sydney Royal section in particular”.

Supply of goods by Mr Zidarew or his company

59 This supply relates to Ms Wood’s claim that she is an eligible whistleblower for the purposes of s 1317AAA(g) of the Corporations Act by virtue of being “a relative of an individual” who supplies services or goods to the RAS. Ms Wood contended that Mr Zidarew also supplied or procured the supply of goods to the RAS and further, or in the alternative, that Emanate Design Pty Ltd, a company of which Mr Zidarew was a director and employee, supplied or procured the supply of goods to the RAS.

60 There is very little detail around the claim, but it is particularised in paragraph 2 of the Reply, and involves a supply of a television in 2009, and of “office and utility chairs for use and as prizes” in 2011. It is not clear from the pleading whether; the supply of the television was by Ms Wood (see particular A to paragraph 2(a) of the Reply), or Mr Zidarew (see particular A to paragraph 2(c) of the Reply), and whether the supply of the office and utility chairs was by Mr Zidarew (see particular B to paragraph 2(c) of the Reply) or Emanate Design Pty Ltd (see particular A to paragraph 2(d) of the Reply). Mr Kay does not deal with the issue of the chairs in his evidence.

The RAS’s position

61 The RAS takes the position that, while it admits some of Ms Wood’s contentions (notably, her appointment as Breed Captain in 2013), she was not a formal volunteer, nor was she a member of the RAS Goat Section Committee or any sub-committees. Ms Bryce says that the RAS did not use volunteers to perform the kind of work described by Ms Wood in procuring “services and fundraising activities … and developing advertising and marketing materials and strategies for the RAS”, or procuring advertising. She described, in her first affidavit, a formal Volunteer Program which gives volunteers a defined role, often in responding to queries near the gate, or involvement in the “pat-a-chick” or “milking barn” exhibits. Ms Wood does not allege that she was part of this program. Ms Bryce contended that the “Volunteer Form Received” box which had been ticked on Ms Wood’s record, as set out in [57] above, was not part of the formal Volunteer Program.

62 Ms Bryce gave extensive evidence about RAS committees. She deposed that Mr Kay’s evidence of Ms Wood’s membership of the “Sydney Royal Boer Goat Committee” was not accurate. She said that the Sydney Royal Boer Goat Committee was not a committee constituted by the RAS, and that:

The name of this alleged committee is not consistent with the RAS naming conventions. It is not a standard committee constituted by the RAS, nor is it a subcommittee, auxiliary committee, working group or task force.

63 The RAS Goat Committee is constituted by RAS councillors, with involvement from RAS staff. However, as demonstrated by the letters of invitation to Ms Wood and others, Breed Captains and other representatives from breed associations were invited to attend “as part of the normal planning and preparation process for the [Easter] Show”.

64 Ms Bryce made a number of searches of the electronic records of the RAS and did not find any records relating to Ms Wood or Mr Zidarew apart from those relating to Ms Wood’s exhibition of Boer goats at the Easter Show, her involvement with the BGBAA, and her appointment as Breed Captain. No records relating to the provision of services and goods (including the TV screen) were obtained. Ms Bryce said that the RAS’s records relate only to Ms Wood “exhibiting her goats or her role as a ‘Breed Captain’”. An invoice for three LCD TVs for the Paddington Pavilion in 2010 was in evidence, and three 75 inch screens in 2013, but none of these was obtained from Mr Zidarew, Emanate Design Pty Ltd, or Ms Wood.

65 The RAS’s submission on the facts is that Ms Wood was involved, on behalf of the BGBAA, in initiatives for fundraising such as the funding of the attendance of an international judge for the Boer goat competitions. Ms Bryce deposed that the “BGBAA Sydney Royal Committee” exists within the BGBAA, that it has its own Committee for the Easter Show and while they “often liaise with the RAS … they are a group of members within their own association, nominated to work closely with the RAS”. Ms Byrce annexed a document which referred to the BGBAA National Show being held at the Easter Show in 2013. She also annexed a document that referred to Ms Wood as the NSW Representative of the BGBAA in 2015. Ms Bryce said that the BGBAA sought, and received funding for, advertisements, and annexed a document showing Ms Wood’s role in obtaining those funds between 2009 and 2013. Ms Bryce said that this document demonstrated that the monies received from advertisers were received directly by the BGBAA in a bank account controlled by it.

66 In addition to the factual contention that Ms Wood’s supplies were not, in the main, supplies to the RAS, the RAS also contended that the text of the section, in using the word “supplies”, does not provide Ms Wood with whistleblower protection for sporadic or one-off supplies, some years prior to the alleged protected disclosures.

What is an “eligible whistleblower”?

67 Section 1317AAA is set out, relevantly, at paragraph [24] above. The question posed by the RAS is: “what is meant by the phrase ‘an individual who supplies services or goods to the regulated entity (whether paid or unpaid)’ as it appears in section 1317AAA(c) of the Corporations Act?”

68 Applying the usual rules of statutory construction, which were not in dispute, I need to construe the words “who supplies goods and services” in a way that would best achieve the purpose or object of the Corporations Act: see s 15AA of the Acts Interpretation Act 1901 (Cth); Lacey v Attorney-General (Qld) [2011] HCA 10; 242 CLR 573 (French CJ, Gummow, Hayne, Kiefel and Bell JJ) at [44].

69 The RAS made submissions as to the proper construction of the provision on two bases. One was grammatical, and one was purposive.

The grammatical arguments

70 I will deal first with the grammatical submissions. The RAS submitted that the word “supplies” is in the present continuous tense, and by the use of that tense, Parliament intended to convey “an activity that is a current state of affairs” such that, Ms Wood’s last supply being pleaded as her award of “Champion of the RAS” in 2018, means that she is no longer an eligible whistleblower. On the other hand, Ms Wood submitted that the “natural and ordinary meaning of the provision is pellucid” and denied that the word “supplies” is in the present continuous tense, which would be “is supplying”. In this enticing debate, I agree with Ms Wood; the present continuous tense requires the present tense of the verb to be (“is”) and the present participle of the main verb (“supplying”). The tense used here is the present tense, but in the sense of an habitual action: see for example Macquarie Dictionary (Online at 2 June 2026) Grammar Guide, ‘verbs’ at 10.2.

71 I do not accept the RAS’s submission that the use of the word “supplies” in the present tense has a necessary connotation of a presently continuing supply of goods “such that a material and ongoing connection between the individual and the regulated entity is created”. The word “supplies” can refer to the act of supplying, for a short or for a long period, the relevant services or goods. The relevant term needs to be construed, not as a matter of strict grammar, but in the context of the preferable construction with reference to the purpose of the Corporations Act – see the High Court on the temporal operation of statutes in the context of syntax in Palmanova Pty Ltd v Commonwealth of Australia [2025] HCA 35; 424 ALR 768 (Gageler CJ, Gordon, Jagot and Beech-Jones JJ) at [60] where the plurality said: “The context and purpose of a statutory provision ‘are surer guides to its meaning than the logic with which it is constructed’.”

72 In relation to the temporal operation of Part 9.4AAA, the Full Court (Moshinsky, Abraham and Raper JJ) held in Watson v Greenwoods & Herbert Smith Freehills Pty Ltd [2023] FCAFC 132; 413 ALR 227 that:

[36]    Section 1644(1) and (2) are transitional provisions that provide for the Amended Provisions to operate retrospectively (in the sense described above) to a limited extent. That extent is defined by reference to “disclosures” that have a certain timing and character.

[37]    Section 1644(1) provides that the amendments made by Pt 1 of Sch 1 to the Amendment Act (which include the amended versions of ss 1317AD and 1317AE) apply in relation to disclosures that:

(a)        are made at or after the commencement time (1 July 2019); and

(b)        relate to matters that occur or occurred before, at or after the commencement time.

(emphasis in original)

This explanation does not assist the RAS’s submission as to the need for a contemporaneous continuing supply of services and goods at the time the protected disclosures were made.

73 The Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019 (Cth) (2019 Amendment Act) was passed on 19 February 2019 and received Royal Assent on 12 March 2019, with the amendments to the Corporations Act taking effect on 1 July 2019.

74 Watson v Greenwoods is not entirely on point, as it involves detrimental conduct engaged in by a former partner of a firm, prior to the amendments to Part 9.4AAA. But the combination of the transitional provisions in s 1644 of the Corporations Act, the words “or has been” in the current definition of an eligible whistleblower, and the fact that the disclosures were made after 1 July 2019 indicate that the use of the present tense does not disqualify a person who supplied services or goods in the past, if the protected disclosures were made after 1 July 2019.

75 A further grammatical submission was made by the RAS, to the effect that the use of the plurals of “services and goods” indicated that the word “supplies” needed to be a repeated action, and thus have some regularity or continuity. This submission does not sit easily with s 23 of the Acts Interpretation Act which provides:

23 Rules as to gender and number

In any Act:

(a)     words importing a gender include every other gender; and

(b)     words in the singular number include the plural and words in the plural number include the singular.

76 It cannot be said that a supply of “services and goods” would necessarily need to be for more than one good or more than one service in order to be caught by the whistleblower provisions. In any event, the RAS’s interpretation is inconsistent with what I find below to be the purpose of Part 9.4AAA. I do not accept that supplying services to a regulated entity for “an ongoing period of time” or as “an ongoing state of affairs” as submitted by the RAS is necessary for a supplier to meet the definition of an eligible whistleblower in s 1317AAA(c).

What is the purpose of the whistleblower provisions?

77 If there is any doubt about the purpose of Part 9.4AAA, I am assisted by the Revised Explanatory Memorandum, Treasury Laws Amendment (Enhancing Whistleblower Protections) Bill 2018 (Cth) to which I may have recourse (see s 15AB of the Acts Interpretation Act). That memorandum includes the following:

…

1.9    While existing protections remain inadequate or unclear, it is likely that whistleblowers will continue to be discouraged from disclosing information about wrongdoing. By contrast, protections for whistleblowers in the public sector are more comprehensive as they were developed in a unified way after the development of the private sector protections. The public sector protections have been more widely used.

1.10    In 2014, the Senate Economics References Committee inquiry into the performance of ASIC recommended a review of Australia’s corporate the whistleblower framework to bring make it closer to Australia’s the public sector whistleblower framework under the PID Act, and to introduce a number of amendments to the Corporations Act focusing on:

* extending the definition of whistleblowers by replicating the PID Act [Public Interest Disclosure Act 2013 (Cth)]; ….

…

2.18    A qualifying disclosure can be made by an individual who is or has been in a relationship, such as employee, with the regulated entity about which the disclosure is made. These individuals are defined in the new law as eligible whistleblowers.

2.19    The motivation of the eligible whistleblower is no longer relevant, nor is the currency of the relationship.

(emphasis added)

78 The whistleblower provisions in the Corporations Act, when first introduced, did not include the “supplies services or goods” terminology. Instead, standing was given to those who were officers, employees, had a contract for the supply of goods or services, or were sub-contractors. The protections in the original version of the legislation had been criticised as being “limited and overly complex” because “to qualify for protection a whistleblower must: be a current officer or employee of the company in question or a current contractor” (see [2.5] of the Revised Explanatory Memorandum). The 2019 Amendment Act explicitly sought to broaden the categories of whistleblowers to whom that Act applied, and to improve “protection for whistleblowers in the corporate and financial sectors” (see heading of Chapter 2 of the Revised Explanatory Memorandum).

79 The purpose of the legislation, as is clear from the Revised Explanatory Memorandum and from the terms of Part 9.4AAA itself, is to ensure that eligible whistleblowers have protection to make disclosures about “disclosable matters”. These are defined in subs-s 1317AA(4) to be information which the whistleblower has reasonable grounds to suspect concerns:

… misconduct, or an improper state of affairs or circumstances, in relation to:

(a)     the regulated entity …

80 Ms Wood contended that her disclosures are protected under s 1317AAA(4)(a) because she had reasonable grounds to suspect that the information concerned misconduct by the RAS (ASOC paragraph 10) and/or that her disclosures are protected under s 1317AA(5)(c)(i) because she had reasonable grounds to suspect that its officer or employee engaged in conduct that contravened the Corporations Act (ASOC paragraph 11(b)).

81 Sub-section 4 of s 1317AA provides:

Disclosable matters

(4)    This subsection applies to a disclosure of information if the discloser has reasonable grounds to suspect that the information concerns misconduct, or an improper state of affairs or circumstances, in relation to:

(a)     the regulated entity; or

(b)     if the regulated entity is a body corporate—a related body corporate of the regulated entity.

82 Sub-section (5), while it is without limitation to sub-s 4, applies:

… to a disclosure of information if the discloser has reasonable grounds to suspect that the information indicates that any of the following:

(a)     the regulated entity, or an officer or employee of the regulated entity;

…

has engaged in conduct that:

(c)     constitutes an offence against, or a contravention of, a provision of any of the following:

(i) this Act;

(ii) the ASIC Act;

(iii) the Banking Act 1959;

(iv) the Financial Sector (Collection of Data) Act 2001;

(v) the Insurance Act 1973;

(vi) the Life Insurance Act 1995;

(vii) the National Consumer Credit Protection Act 2009;

(viii) the Superannuation Industry (Supervision) Act 1993;

83 Paragraphs 12 to 12-C of the ASOC set out what Ms Wood was aware of, or reasonably suspected, in relation to the alleged misconduct of the RAS, and/or Mr Ormsby, and, if the amendments were to be allowed, Dr Schembri, by way of the matters pleaded in paragraph 12 and its various sub-paragraphs.

84 The matters pleaded in paragraph 12 include in sub-paragraph (e):

From on or around March 2022, that Mr. Bishop had told Ms. Wood that Pacifica was being “set up” to be “brought down at the show”, and that the Judge of the 2022 Sydney Royal Goat Competition (being Mr. Ormsby) and his associates wanted to see Ms. Wood and Pacifica “put in your place”, and that “This is a total set up. They’re out to get you. That’s the whole point of the exercise, they’re out to get you.”

85 Paragraph 12(f) alleges deliberate targeting and discrimination by Mr Ormsby against Pacifica “in the exercise of his powers as a judge during the 2022 Sydney Royal Goat Competition conducted by the RAS” and in 12(h) that “Mr Bishop was acting improperly, unethically, recklessly, negligently and unprofessionally as Chief Steward”. Further in paragraph 12, Ms Wood makes allegations that various officers of the RAS were aware of her complaints, but instead, she was referred to the Disciplinary Committee on the basis of frivolous complaints. From sub-paragraph (r), Ms Wood alleges that the Disciplinary Committee violated procedural fairness in its conduct of the hearing, that Dr Schembri’s response to one of her Protected Disclosures resulted in no action other than a referral to the RAS Goat Committee, and offensive statements made by Mr Ormsby. After that, as pleaded in the balance of paragraph 12, the disclosures were considered by various people and bodies, without any action, and there was an alleged vindication of Ms Wood by an independent investigator engaged by the BGBAA. (This is necessarily a brief summary of a pleading that flows over some five pages). Paragraph 15 of the ASOC deals with the alleged victimisation occurring after the disclosures, and includes specific allegations of contraventions of the Corporations Act.

86 The Explanatory Memorandum to the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Bill 2003 (Cth), which became the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (Cth) which first introduced Part 9.4AAA into the Corporations Act, noted that it established a framework designed “to encourage employees, officers and subcontractors engaged by a company to report suspected breaches of the corporations law to either ASIC or internally within the company”. The RAS submitted that the disclosures in sub-s 5(c) of the current s 1317AA indicate that this remains the purpose of the whistleblowing legislation, and the Part should be construed to be limited to persons who are making their supplies in a way which enables them to have access to that kind of information.

87 The words “engaged by a company” in the Explanatory Memorandum do not appear in the legislation. “Legislative history and extrinsic materials cannot displace the meaning of the statutory text”; Federal Commissioner of Taxation v Consolidated Media Holdings Ltd [2012] HCA 55; 250 CLR 503 at [39] per French CJ, Hayne, Crennan, Bell and Gageler JJ. It would be a stretch of the normal meaning of the word “supplies” to limit it to “supplies contracted for” or “supplies requested to be made”. Certainly volunteer supplies may be made without specific engagement by the recipient of the supply – for example, by way of fundraising.

The purposive argument

88 The RAS submitted that the meaning of “an individual who supplies services or goods” to it, or a relative of such an individual, can be construed from the kinds of disclosures which gain protection in the (admittedly non-exclusive) list in sub-s 1317AA(5)(c). That is, the supply of services or goods must be of such a nature that the whistleblower has a closeness of connection with the regulated entity so that it is able to “observe or be affected by the organisation’s misconduct” and also to be “at risk of personal or financial reprisal for disclosing that misconduct”. The RAS pointed to the provisions of Part 9.4AAA which provide significant protections to the whistleblower; the reversal of the onus of proof in (s 1317AD(2B)), and the general proscription as to orders as to costs against persons who seek compensation and other remedies under that Part (s 1317AH), each of which it says underlines this point.

89 Ms Wood submitted that there is no overlay of the kind contended for in the language of the sections, and that her supplies were sufficient to give her the status of an eligible whistleblower, should she make the kinds of protected disclosures about the RAS that qualify for protection under the Corporations Act. In particular, she pointed to the words “has been” in the chapeau to sub-s 1317AAA, and the words “(whether paid or unpaid)” in sub-s (c), as covering the kinds of activities she says she undertook in the past.

90 There are no cases which assist in a direct way as to the kind of services or goods, or the manner of their supply, necessary to meet the definition of an eligible whistleblower. I was not taken to any. I have not been able to find any judicial consideration of the provisions in relation to how to categorise volunteer suppliers of services or goods under s 1317AAA(c). Most of the cases relate to current or former employees or officers of the company. Mr Watson in Watson v Greenwoods was a former partner of the respondent company which provided taxation advisory services to Lendlease, a construction and real estate firm (at [4]). The disclosures in question were made in relation to Lendlease’s financial statements and were made to officers of that company and to his employer, and he claimed that he was constructively dismissed (at [6]). The question turned, as dealt with above, not on the capacity on which he made the claims to Lendlease, but on whether detrimental conduct engaged in before 1 July 2019 was caught by the provisions.

91 From a review of the extrinsic material, and of the various judicial expressions of the purpose of the new Part 9.4AAA (such as that of Feutrill J in Reiche v Neometals Ltd (No 2) [2025] FCA 125 at [66] which was upheld on appeal in Reiche v Neometals Ltd [2026] FCAFC 53 (Snaden, Raper and Neskovcin JJ)), I consider that the legislative purpose is to encourage individuals to disclose corporate and financial misconduct, and to reduce the risks to the whistleblower of such disclosures. Section 1317AAA(c) includes suppliers of services and goods to a regulated entity such as the RAS, or a relative of that supplier, such that those suppliers may make disclosures of offences or contraventions of the Corporations Act by the regulated entity.

92 While there is no legislative language restricting disclosable matters to those arising out of the relevant supplies, there must – in order to fulfil the legislative purpose – be some connection between the relationship of the supplier of services or goods and the regulated entity to trigger the extensive protections for the eligible whistleblower. For example, the person who provides employees of a company with coffees each morning from a café – even where those coffees are charged to a corporate account – would not be a supplier of services or goods to that regulated entity. The connection between the barista and the corporate or financial affairs of the regulated entity would not be sufficiently close. On the other hand, a commercial supplier of coffee beans to the corporate kitchens may be a sufficiently connected supplier, as the commercial supplier would have an insight into the invoicing and contractual arrangements which could be the subject of an eligible disclosure. That would be so whether the supply were a one-off, or a continuing supply.

93 Looking at the purpose of the provisions another way, the protections given to the eligible whistleblower are part of the public policy underlying the provisions of Part 9.4AAA. That the eligible whistleblower should not be deterred by the likelihood of a costs order, and is protected from retribution, points to the importance of the kinds of disclosures that a supplier would be likely to be able to make. The fact that “personal work-related grievances” related to a person’s current or former employment, which do not have “significant implications for the regulated entity” or do “not concern conduct … referred to in paragraph 1317AA(5)(c) …”, are excluded from those protections (see s 1317AADA) indicates that the whistleblower’s status and disclosures must arise from more than a casual or insubstantial connection with the regulated entity.

94 I will now consider how this construction of the relevant sections of Part 9.4AAA affects Ms Wood’s claim.

The reasoning in Greaves v ISA

95 Ms Wood contended that at an interlocutory stage, the Court should not make a determination as to summary judgment on a matter which involves questions of fact. As Perry J noted in the passage cited above from Eliezer, the question “of whether a proceeding has no reasonable prospects of success necessitates the making of value judgments in the absence of a full and complete factual matrix and argument, with the result that the provision vests a discretion in the Court”.

96 A very recent decision of this Court (Greaves v Ice Skating Australia Limited [2026] FCA 683 (Greaves v ISA) (Neskovcin J)) considered an application by the respondent for summary judgment on the basis that the applicant was not an “eligible whistleblower”, that he had not made “eligible disclosures”, and that the disclosures were not made to an “eligible recipient”. (The RAS does not seek summary judgment on the second or third of those grounds). Ice Skating Australia (ISA) contended that the applicant’s status as whistleblower was a “jurisdictional fact” (at [3]). When this decision was published on 3 June 2026, I was nearing the end of preparation of these reasons. Given that the decision in Greaves v ISA has some relevance to the present application, I asked the parties to provide brief submissions on that decision. They have helpfully done so.

97 In Greaves v ISA, there are similarities and differences between Ms Wood’s activities in relation to the RAS, and Mr Greaves’ activities in relation to ISA.

98 Mr Greaves was a board member of an incorporated body (ISV) which was a member of ISA, the national governing body for figure skating in Australia (at [8]). Part of Mr Greaves’ claim was that he assisted with the organisation of the Australian Figure Skating Championships which were “sanctioned” by ISA, and was a member of an organising committee for a Champ Series, which was published on ISA’s website.

99 At [53], her Honour said:

ISA is a national sporting body which sits above a structure of underlying state organisations, affiliated clubs and paid-up members. The proper characterisation of services provided by volunteers in respect of national competitions and events, for which the ISA board retains control, but whose services are organised by the state-based member organisations, raises mixed questions of fact and law whose determination, in my assessment, should await trial. That is to say, it is conceivable that such services are provided “to” ISA.

100 I consider that the organising activities of the state-based member organisations referred to in this paragraph are similar to Ms Wood’s activities as Breed Captain, and her role on the BGBAA in relation to liaising with the RAS Goat Committee in relation to the goat section of the Easter Show.

101 The differences include that Mr Greaves was a board member of ISV. ISA’s constitution provided that ISA’s members, including ISV, “are subject to, and submit unreservedly to, the jurisdiction, procedures, penalties and appeal mechanisms of ISA …” (at [12]). There is no such relationship between the BGBAA and the RAS. Mr Greaves was also a member of the Melbourne Figure Skating Club which was a member of ISV (at [10]).

102 A matter which is somewhat similar but has qualitative differences is that Mr Greaves said he provided unpaid assistance on governance reporting matters in connection with ISA (at [26(d)]). Mr Greaves’ disclosures were explicitly framed as a “Whistleblower complaint” (at [30]) and were directed at “improved governance” within the ISA (at [31]). His disclosures were made reasonably contemporaneously with his involvement with the ISA and the ISV, and with the Club.

103 Mr Greaves pleaded that his whistleblowing took place as a board member of ISV, as an assistant with the competitions, and as Treasurer of the Club where he was able to observe the conduct about which the disclosures were made (at [26] and [28]).

104 Ms Wood’s assistance with the RAS competitions through the BGBAA has some resonance with Mr Greaves’ conduct of the various figure skating competitions held by ISA.

105 Justice Neskovcin considered that the clearest example of Mr Greaves supplying services “to” ISA was “the volunteer services provided in assisting with the organisation of the Australian Figure Skating Championship”, but did not rule out his role as a board member of ISV, a member body of ISA (at [52]). Her Honour did not have regard per se to the provision of unpaid governance services.

106 Mr Greaves’ contentions of being a supplier of services to ISA occurred both shortly before the alleged disclosures, and shortly afterwards. Her Honour dealt with the temporal aspect of the whistleblower jurisdictional question at [54]:

Finally, in relation to ISA’s submission that the applicant’s services cannot be divorced from the alleged disclosures, at least from a temporal point of view, this is undermined by the chapeau to s 1317AAA, which contemplates that an “eligible whistleblower” includes a person who “is, or has been” in one of the designated relationships with the company.

107 Her Honour did not – because it did not arise on the facts before her – need to determine whether services provided well before the alleged disclosures were “divorced from the alleged disclosures”. On the facts before her Honour, the claim was not struck out but was allowed to go to trial. At [55] her Honour said:

For those reasons, I am not satisfied that the applicant has no reasonable prospects of establishing that he provided services to ISA before the June disclosures. The proper characterisation of the relationship between the applicant and ISA raises mixed questions of fact and law, that should await trial. As the Chief Justice said in Plaintiff M83A/2019 v Morrison (No 2) [2020] FCA 1198 (Mortimer CJ) at [48]:

Despite the acknowledged broadening of the approach for summary dismissal brought about by s 31A, in Spencer v Commonwealth [2010] HCA 28; 241 CLR 118 at [25]-[26], French CJ and Gummow J also recognised a proceeding should not be summarily dismissed simply because the allegations in a proceeding challenge existing law, or involve questions of fact which would be difficult to prove. Indeed, Spencer itself involved allegations of this character, both as to law and fact. This is one reason it is important for Courts to be cautious in exercising summary dismissal powers. The law advances and develops [through] claims thought at the time to be novel, and which are sometimes made in circumstances of considerable controversy.

108 It was not necessary for her Honour to decide whether there was a requirement that the disclosures be “tethered to the services provided” by way of subject matter, rather than time, but considered that “the statutory language ‘information … in relation to the regulated entity’ may encompass the present facts” (at [73]). Her Honour held that “This is an issue properly left for trial”.

109 Her Honour declined to determine the matter summarily on the basis of the “legal and factual matters … [which] give rise to complexities that require a full hearing”, where “the whistleblower provisions had not yet been the subject of extensive judicial determination”, and “given there are some unresolved legal issues that may have significance for other cases” (at [90]).

110 Despite the similarities, the RAS’s submissions were that the decision was of “no assistance” to the questions before me. That was because the statutory construction issue (of the meaning of “supplies”) was not before Neskovcin J; because matters must be determined on their own particular facts (see Cassimatis at [46]); and because her Honour’s determination that the question of mixed fact and law in that case had “more than a fanciful prospect of success” had no bearing on the prospects in this case.

111 Ms Wood embraced the outcome in Greaves v ISA, and pointed to the corollaries between Mr Greaves’ unpaid assistance with the Figure Skating Championships and Ms Wood’s role as Breed Captain. The factual dispute, she submitted, like that of Mr Greaves, needs to be determined at trial. Ms Wood contended that her case was indeed stronger given that Ms Bryce conceded that a Breed Captain is an official under the RAS regulations, and is provided by the RAS with a list of duties.

112 Further, Ms Wood relied on the reasoning in Greaves v ISA that a complaint about a club event may also be a complaint about an organisation, where it concerns the organisation’s by-laws and “exposes a failure in the implementation or enforcement of ISA By-Laws” (see Greaves v ISA at [64]).

113 Ms Wood’s position is that of Neskovcin J as quoted above; that where a question of mixed fact and law arises, in the context of a reasonably recent change to the eligibility requirements, the matter should be allowed to go to trial.

Determination

Was Ms Wood an individual who supplies services or goods to the RAS?

114 This is of course a question of fact. The onus lies on the RAS to persuade me that it is entitled to have the proceedings summarily dismissed for having no reasonable prospects of success: see Cassimatis at [45], [46]. In Polar Aviation Pty Ltd v Civil Aviation Safety Authority (No 4) [2011] FCA 1126; 203 FCR 293 at [17], Kenny J said (cited approvingly by Reeves J in Cassimatis at [25]):

… no hard and fast rule can be laid down as to when summary judgment is available. Much depends on the case at hand. The critical question is that set by the statute – has the moving party persuaded the Court that opposing party has no reasonable prospect of success?

115 The question of whether Ms Wood is a whistleblower is a threshold one. It needs to be determined, not as a factual finding on a fully argued basis as to whether there were relevant supplies, but as to whether there is an absence of evidence of those supplies sufficient to strike out the ASOC.

116 I have noted above the issue of whether Ms Wood sat on an RAS Committee or a BGBAA Committee. Taking all of the evidence into account, while Ms Wood was a member of the RAS, and of the BGBAA, and while she sat on a Committee, it is clear that that Committee was the Sydney Royal Boer Goat Committee of the BGBAA, and not the RAS Goat Committee. That finding colours the actions taken by Ms Wood in relation to her allegation of raising funds “for” the RAS by way of advertising. I am able to reach this finding, notwithstanding this is an interlocutory application, on the basis of the written material provided by both sides which is open to only that conclusion. The BGBAA committee is not an RAS Committee, and while it may be named to look as though it might be, the only RAS Committee is the one the RAS constituted for its Goat Section, the RAS Goat Committee.

117 It is not easy to disentangle the entities to which Ms Wood supplied “services and goods”. She claimed that the funds raised were used by the RAS to pay for overseas judges for the Goat section of the Easter Show. However, a letter to a goat judge, Mr Joubert Fourie of Fourie Boerbokstoet, was sent on the letterhead of the BGBAA and invited him to judge that Association’s National Show, which was held at the Easter Show in 2009. It was not an invitation from the RAS. The “BGBAA National Show” was held at the Sydney Royal Easter Show in 2013 (the show at which Ms Wood was Breed Captain, and as admitted by the RAS, an RAS official for that period). Another indication of this confusing nomenclature is the email footer cited above evidencing the advertising as being “advertising support for the 2015 Sydney Royal Goat Show”.

118 The notices of meetings relied on by Ms Wood to demonstrate that she was a member of the RAS Goat Committee reveal that she attended, not as a member of that Committee, but “By Invitation” at the meeting in 2010 and the Goat Section Breed Captains Meetings in January and September 2011. Her name does not appear on the 2012 notice of meeting of the RAS Goat Committee, while Mr Bishop was invited as Boer Goat Breed Captain and Ms Jones as Boer Goat Show Secretary.

119 Significant support for the contention that the BGBAA National Show, held at the Easter Show, was the subject of the fundraising appears in a letter dated 23 October 2018 from Ms Barlow, on behalf of the Pig, Goat and Alpaca Committee of the RAS, addressed to the BGBAA about the “Status of Boer Goat Industry representative bodies in Australia”. That letter notified the BGBAA as to the outcome of “the issues put forward by yourself and Tracey”, and referred to Ms Wood’s role as the BGBAA Communications and Promotions Director. That letter requested more information about the “BGBAA National Show” and said that there were questions about how “the BGBAA National Show can continue to be held alongside the Sydney Royal Competition”. This was in the context of the admission of members of Boer Goat Australia into the RAS competition, and it was acknowledged that it was “new for the Sydney Royal Boer Goat Show”.

120 Ms Wood’s supplies of fundraising and advertising are pleaded as being undertaken from 2010 until 2017; she was Breed Captain in 2013, and awarded the Champion of the RAS in 2018. In other words, her activities, the basis of her contended supplier status, ended in 2018, perhaps coinciding with the advent of Boer Goat Australia in the 2019 Easter Show.

121 The various pieces of correspondence, along with the lack of evidence that Ms Wood was a member of the official RAS Goat Committee, would tend against the fundraising and advertising activities being supplies by Ms Wood directly to the RAS, but support the position that those activities were undertaken by Ms Wood for the BGBAA which was involved with the goat section of the RAS. That could be, analogously to Greaves v ISA, indicative of services ultimately supplied to the national body.

122 While I do not regard the award of Champion of the RAS as being “supplies” made to the RAS, the other element of Ms Wood’s claim, that she was the Breed Captain in 2013, may be so. That was a short-term appointment in a volunteer capacity, but, as conceded by the RAS, was by way of Ms Wood working as an Easter Show official and undertaking that work as a volunteer. The fact that Ms Wood was not part of the formal RAS volunteer database does not negate this conclusion.

123 I find that the activities pleaded by Ms Wood being fundraising, her membership of the BGBAA Sydney Royal Boer Goat Committee which supported RAS activities, and her appointment as Breed Captain could constitute supplies of services to the RAS.

124 There is no such evidence for the pleaded supply of a television. There is no evidence at all of the television being supplied to the RAS. While Mr Zidarew, or his company, may have supplied a television, or some office chairs, the RAS has no record of it. It is, in any event, so de minimis that that part of the pleading should be struck out. The Champion of the RAS, being an award by the RAS, and in no way a supply by Ms Wood, likewise cannot so qualify, and should be struck out.

Does the timing of those services or goods have any impact on Ms Wood’s status as whistleblower?

125 As set out above, the pleaded supplies took place some years prior to the amendment to Part 9.4AAA, and some years again before the disclosures.

126 A proper reading of Part 9.4AAA confirms that eligible whistleblowers may make protected disclosures even when their services or goods are supplied prior to the commencement of that Part – that is the plain meaning of the words “or has been” in s 1317AAA of the Corporations Act. See also Watson v Greenwoods at [37](b). There is no legislative limitation as to the time within which the relevant supplies must be made by a supplier on a voluntary basis, or as to the timing of protected disclosures. The detrimental conduct, however, must be engaged in on or after 1 July 2019 in order to fall within the new provisions.

127 I have noted above that Ms Wood’s supplies, as pleaded, and as restricted by my findings removing the television and the award, ended in around 2017. The most direct form of her supplies of services to the RAS was in 2013, when she was Breed Captain. The supplies by way of fundraising are more tenuous, being supplies to the BGBAA which then provided funds to the RAS. That is a lapse of quite some time between when her status as supplier ended, and when the alleged protected disclosures were made. Without those supplies, she would have no standing.

128 The Corporations Act provides protection for whistleblowers in relation to disclosures which are not tied temporally to the status as supplier. The submission by the RAS that there must be some connection between the nature and timing of the supplies, and the subject matter of the disclosures, is not an express provision of Part 9.4AAA. It would be a gloss on the words of the section to require that there be “an ongoing relationship or closeness of connection with the RAS to render [Ms Wood] most likely to have reliable information about its conduct”.

129 Neskovcin J was prepared to allow the proceedings to go to trial where the applicant was involved in supplies and activities which were close in time to the alleged protected disclosures. Mr Greaves had, at ISV, a governance role, and made disclosures that specifically referred to the ISA whistleblower policy. However, the decision in Greaves v ISA did not go so far as to require closeness in time, or a relationship between the kind of supplies and the subject of the disclosures, for the matter to go to trial.

130 I have found that, on the facts available to me in this interlocutory hearing, Ms Wood has established that she may be an eligible whistleblower in that she “has been … an individual who supplies services or goods to” the RAS (s 1317AAA(c)), and that the RAS is a regulated entity (s 1317AAB). She has made what are pleaded to be disclosures eligible for protection under Part 9.4AAA. It was not argued before me on this application that the disclosures themselves were not protected disclosures, nor that they were not made to an eligible recipient.

131 On that basis, the RAS has not met its onus of persuading the Court that Ms Wood’s application has no reasonable prospects of succeeding on the question of whether her supplies fall within the meaning of s 1317AAA(c). I decline to summarily dismiss the ASOC.

Strikeout and Amendment Application

132 These two parts may be dealt with together, as the proposed FASOC attempts to deal with the paragraphs of the ASOC which are objected to by the RAS. The proposed FASOC was served on 4 September 2025 but after receipt of the Summary Judgment Application, Mr Kay wrote a letter to the solicitors for the RAS on 21 October 2025 proposing further amendments which seek to address some of the objections.

133 The FASOC as it is currently proposed:

(a) adds Dr Schembri as outlined above;

(b) removes the allegation that Ms Wood was an “associate” of the RAS; and

(c) deals with some of the matters raised in the Summary Judgment Application.

Principles

134 Rule 16.21 of the Rules provides that a pleading may be struck out if it:

(a)     contains scandalous material; or

(b)    contains frivolous or vexatious material; or

(c)    is evasive or ambiguous; or

(d)     is likely to cause prejudice, embarrassment or delay in the proceeding; or

(e)    fails to disclose a reasonable cause of action or defence or other case appropriate to the nature of the pleading; or

(f)     is otherwise an abuse of the process of the Court.

135 The RAS contends that a number of parts of the ASOC should be struck out in accordance with this provision. Ms Wood contends that the further amendments to the ASOC deal with the complaints (and notes, in Mr Kay’s letter, that the offending paragraphs have been pleaded to in the Defence).

136 I have reviewed the proposed FASOC and the proposed further amendments. There are (for the reasons discussed below) some issues with the FASOC even with the further amendments. Ideally, where there are complaints about pleadings such as those raised by the RAS, particulars of the allegations should have been, firstly, dealt with properly by the plaintiff by including the material facts (r 16.02(1)(d)) and necessary particulars (r 16.41) in the pleading but, secondly, if not, the subject of a request for particulars by the first respondent.

137 The positions of the parties are as set out in their written submissions and in Mr Kay’s letter, and the amendments were not the subject of much in the way of oral submissions. I will deal with them similarly briefly.

Strikeout and amendment of various paragraphs of the ASOC

Paragraphs 6 and 7

138 As noted above at [6], paragraphs 6 and 7 deal with the alleged disclosures and the content of them is not expressly pleaded. The RAS makes the point that a reference to an email or letter is not sufficient, because it is the disclosure of information, not the form in which it is disclosed, that is protected.

139 Mr Kay’s letter does not propose much in the way of further particularisation of these paragraphs except to provide particulars of an alleged disclosure at a meeting detailed at paragraph 6(d) of the ASOC.

140 I agree with the submission that where a protected disclosure is alleged, it should be alleged with particularity. It is not sufficient to plead, as Ms Wood does, that she made

disclosures qualifying for protection … being: (a) On 19 April 2022, in person to Ms. Kathy Reidy, an office bearer and councillor of the RAS and Chair of the RAS Goat Committee (the “First Protected Disclosure”) …

(see paragraph 6(a) of the ASOC)

141 This pleading does not provide any detail as to what, in that conversation, was the subject of the protected disclosure. The RAS denies the pleading in the following terms, after admitting that each of the individuals, including Ms Reidy, were eligible recipients:

Denies that the communication identified in sub-paragraph (a) was a disclosure qualifying for protection within the meaning of s 1317AA(2) of the Act …

142 Despite the RAS denying the originally framed pleading, the allegations in paragraph 6 and 7 should be properly pleaded and particularised so that the RAS can understand exactly which parts of the conversations, meetings, letters and emails are alleged to be protected disclosures.

Paragraph 11

143 Paragraph 11 pleads that, in relation to each of the protected disclosures, she had “reasonable grounds to suspect” an officer or employee of the RAS had engaged in conduct in contravention of the Corporations Act. The RAS denies this allegation and, again, no particulars appear to have been sought. The RAS submitted that the difficulty is in the fact that the alleged disclosures occurred over a period spanning two years, and the paragraph pleads that Ms Wood had reasonable grounds to suspect misconduct at the time of making each of the disclosures, some of which (on the facts alleged elsewhere in the ASOC) occurred before the disclosure of Ms Wood’s identity as a whistleblower, or the alleged victimisation.

144 Mr Kay responded to this apparently reasonable request to indicate the times at which Ms Wood had, in relation to each reasonable disclosure, a state of mind which is part of the statutory test, by saying:

Our client is willing to amend paragraph 11 (a) to refer only to the Second, Third, Fourth, Fifth, Sixth, Seventh and Eighth Disclosures and conclude with the wording “and/or”.

145 I do not understand how this helps. This is in the same category as paragraphs 6 and 7 – it should be repleaded. While the applicant does not need to prove the misconduct alleged, she does need to prove her state of mind at particular times (see Quinlan v ERM Power Ltd [2021] QSC 035; 7 QR 377 at [16] to [37] per Bowskill J).

Paragraphs 12, 12-A, 12-B, 12-C, 13

146 The objection to these paragraphs (which include, it will be recalled, the listing of factors of which “Ms Wood was aware of or reasonably suspected”) is that some of the matters occurred after the various disclosures had been made. Mr Kay offers to break them up. That may assist. He should do so.

Paragraph 14

147 The pleading refers to the original enactment of the whistleblower protections prior to the Part 9.4AAA amendments, and the applicant has agreed to delete it.

Paragraph 15

148 The RAS’s complaint is similar to paragraphs 12 to 13. The response is that the applicant would amend “from on or after 5 September 2022” to “from in or around April 2022”. That may assist.

Paragraph 16

149 Paragraph 16 deals with the detriment caused to Ms Wood, which is particularised as “further particulars to be provided by way of affidavit evidence and sealed particulars” and, in relation to some sub-paragraphs, refers to paragraphs of the pleading or other elements such as a monetary sum of damage caused to Pacifica (which is not a party). Paragraph 16 of the Defence is a bare denial.

150 The RAS contends that there is no link between the specific acts of detrimental conduct (set out at paragraph 15 of the ASOC, defined collectively as the Detrimental Conduct), and the detriment caused to Ms Wood as a result. It further alleges that the Detrimental Conduct incorporates, by reference to certain paragraphs of the ASOC, conduct by Mr Ormsby when he was not, it is said, an officer or employee of the RAS.

151 Mr Kay offers to link the pleading in paragraph 16 to “the basis particularised at paragraphs [18]-[22]” and back to various sub-paragraphs of paragraphs 12 and 15 of the ASOC. This may or may not do the job, but there should be a proper pleading of the way in which the various acts of Detrimental Conduct in paragraph 15 (which are broad – encompassing not investigating her complaints, banning her and her goats, fining her, providing Mr Ormsby and Mr Bishop with Dr Schembri’s letters, and disclosing her identity) led to damage such as harassment and intimidation, harm and injury (psychological, reputational, and financial).

Paragraph 17

152 This pleading is to the effect that the RAS knew or suspected that Ms Wood had made, proposed to make, or could make a disclosure that qualified for protection under Part 9.4AAA of the Corporations Act. The RAS made the same “temporal” objection, and observed that it is a rolled-up pleading. It is, but it is one that reflects the wording of s 1317AC(1)(c). Mr Kay has some proposals which again, may or may not help, but he should have the opportunity to make the relevant changes.

Paragraphs 19, 20, 21, 22, 23

153 These paragraphs relate to Mr Ormsby’s conduct and when looked at in relation to the orders sought in the Originating Process, seek to attribute Mr Ormsby’s conduct to the RAS. The RAS denies that Mr Ormsby was, except when a Boer Goat judge on 16-19 April 2022, an official of the RAS (although the pleading does not expressly admit that, it is consistent with the admission that a Breed Captain was an official of the RAS for the purposes of the Easter Show). It also denies that Mr Ormsby was a member of the RAS.

154 The FASOC amends the allegations of victimisation in paragraph 15 from having been undertaken by the RAS and Mr Ormsby, to the RAS and Dr Schembri, and adds paragraphs 18-A, B, and C. Mr Kay contends that if leave is granted to file the FASOC, the complaints are met. That may be so.

Addition of Dr Schembri as third respondent

155 The RAS contends that the amendments to the FASOC do not cure the issues it has with the ASOC. As I have declined to order summary judgment or strike out the contested paragraphs, and no specific ground (apart from s 37M of the FCA Act) has been given against joining Dr Schembri. I will allow the applicant to file the proposed FASOC in accordance with these reasons and orders.

Determination

156 The pleading is deficient in a number of ways, most importantly that the contents of the disclosures are not properly pleaded or particularised. As this application to strike out was brought without giving the applicant an opportunity to replead or provide further particulars, I will not strike out those paragraphs now.

157 The applicant should have the opportunity to replead, by:

(a) Serving an amended Originating Process and FASOC on the first and second respondents within 28 days of the date of these orders, and providing copies of those documents, and a copy of this judgment and orders, to the proposed third respondent. Those documents should omit:

(i) the allegation that Ms Wood is an “associate” of the RAS;

(ii) the contention that she supplied services or goods with reference to the alleged supplies listed in particular C of paragraph 5 of the ASOC (“Champion of the RAS”), and paragraph 2 of the Reply (in relation to the televisions and office equipment); and

(iii) the claims against Mr Ormsby in victimisation (as contemplated by the FASOC in evidence).

(b) If, within a further 28 days, the first and second respondent consent, and the third respondent indicates he does not seek to be heard, then the documents may be filed;

(c) If the first and second respondents do not consent, and/or the third respondent wishes to be heard on the pleading, then an indication of that position should be provided to the applicant within a further 28 days; and

(d) Within 14 days of the expiry of the periods in paragraphs (b) and (c), the parties and the third respondent (if relevant) should agree on a joint communication to the Court as to whether the question of leave to file, or to strike out in accordance with the RAS’s strikeout application, should be heard on the papers or in Court. If a hearing is sought, then the matter will be listed for a case management hearing to set a date.

Costs

158 Section 1317AH of the Corporations Act provides that costs may only be awarded against the claimant if proceedings were instituted “vexatiously or without reasonable cause”, or the claimant’s “unreasonable act or omission caused the other party to incur the costs”.

159 Ms Wood was mostly successful in her amendment application, and mostly successful in defending the RAS’s interlocutory application. She is the claimant, and the RAS does not have the benefit of the provisions of s 1317AH. However, I have struck out two of her claims upon which she bases her whistleblower status, and I have taken the view that the strikeout claims may well succeed if the repleading is not adequate. The strikeout claim remains on foot. I will reserve costs but take the preliminary view that given the state of the pleadings so far, there should be no order as to costs of this application.

Associate:

Dated:    3 August 2026