Federal Court of Australia

Davie (Liquidator), in the matter of Hannhill Pty Ltd (in Liquidation) [2026] FCA 1222

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to section 57(1) of the Federal Court of Australia Act 1976 (Cth), the First Plaintiff, Philip Michael Davie, be appointed, without security, and nunc pro tunc to 30 July 2026, as receiver and manager (Receiver) over the property, assets and undertakings of the Hill Trust ABN 17 695 850 620 and any other property held by Hannhill Pty Ltd ACN 144 732 829 (in liq) (the Company), including but not limited to the property described in Schedule A to this Application (Trust Property).

2.    Pursuant to rule 1.34 of the Federal Court Rules 2011 (Cth), the requirements to file a guarantee in accordance with rr 14.21 and 14.22 of the Rules be dispensed with.

3.    Pursuant to section 90-15 of Sch 2 of the Corporations Act 2001 (Cth) (IPS) the Receiver shall have, in respect of the Trust Property, all of the powers conferred on a receiver and manager in respect of the business and property a corporation has under section 420 of the Corporations Act (other than the powers in sections 420(2)(s), (t), (u) and (w) of the Corporations Act), as if each reference in that section to "the corporation" were a reference to the Hill Trust, including, without limitation, power to:

(a)    take possession of, protect, preserve and realise the Trust Property;

(b)    pay the creditors of the Hill Trust from the Trust Property, pursuant to the priorities prescribed under the provisions of the Corporations Act;

(c)    compromise any claim made against the First Plaintiff in his capacity as the liquidator of the Company (Liquidator), the Company in its capacity as trustee of the Hill Trust, or against any of the Trust Property, on any terms the Liquidator sees fit;

(d)    demand, collect, and take delivery of the books, accounts, records, and other documents of the Company relating to the Hill Trust, wherever situated and in whosesoever custody or control;

(e)    carry on, manage, discontinue or wind up any business conducted by way of the Hill Trust;

(f)    negotiate, compromise, admit, reject, or otherwise deal with and adjudicate upon claims made by any person against the First Plaintiff in his capacity as

(g)    the liquidator of the Company (Liquidator), the Company in its capacity as trustee of the Hill Trust or against any of the Trust Property, on any terms the Liquidator sees fit;

(h)    institute, defend, settle, or compromise any legal proceedings in the name of the Hill Trust or the Company as trustee of the Hill Trust;

(i)    execute any tax returns, financial statements or other documents relating to the Hill Trust;

(j)    distribute any surplus from the realisation of the Trust Property in the winding up; and

(k)    do all things necessary or convenient to be done for, or incidental to, the exercise of the powers referred to in this order.

4.    For the avoidance of doubt, the Receiver's powers under order 3 extend to enforcing, on behalf of the Company, its right of indemnity and equitable lien over the Trust Property in respect of liabilities properly incurred by the Company in its former capacity as trustee of the Hill Trust.

5.    Pursuant to section 90-15 of the IPS the costs, expenses and remuneration incurred by the First Plaintiff, in his capacity as the Receiver, including the costs of this application, is to be paid in priority from the Trust Property.

6.    The Liquidator is entitled to be indemnified out of the trustee's right of exoneration over the Trust Property in respect of any debts owing by the Company incurred in its capacity as trustee of the Hill Trust, together with the costs and expenses of the winding up of the Company.

7.    The costs, expenses, and reasonable remuneration of the First Plaintiff in acting as Receiver of the Trust Property, including the costs of and incidental to this application, be paid from the Trust Property and, to the extent the Trust Property is insufficient, be costs in the winding up of the Company.

8.    The Receiver's remuneration shall be subject to approval by the Court.

9.    Within three business days of the making of these orders, the First Plaintiff is to:

(a)    provide a copy of these orders to ASIC by email to rl.legal@asic.gov.au;

(b)    provide notice to the creditors of the Company by sending an email to the creditors of the Company with a copy of these orders or a link to access a copy of these orders, to the extent the Company's books and records contain an email address for the creditor, or the creditor has previously nominated an email address for the purposes of receiving communications;

(c)    Julian Richard Hill and Karen Lesley Gardner (also known as Karen Lesley Hill);

(d)    Westpac Banking Corporation, Capital Finance Australia Limited, and Australia and New Zealand Banking Group Limited; and

(e)    any other person who has registered a security interest against the Company or the Trust on the Personal Property Securities Register.

10.    Any person who can demonstrate a sufficient interest, have liberty to apply to vary or discharge these orders on 3 business days' written notice to the First Plaintiff.

11.    Any application for approval of remuneration of the Receiver may be brought in these proceedings by filing an affidavit and making a request for the application to be relisted for the purposes of seeking approval.

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

REASONS FOR JUDGMENT

COLVIN J:

1    Hannhill Pty Ltd is the trustee of the Hill Trust. It is a trading trust and almost all of the activities of Hannhill have been in its capacity as trustee and, on the material currently before the Court, the activities of the company in its own capacity have been limited. They have given rise to liabilities that have been the subject of claims by the Australian Taxation Office and a small loan in the order of several thousand dollars said to be owed to Hannhill by a director of the company. Otherwise, on the evidence as presently before the Court, all of the activities of the company have been conducted as trustee of the Hill Trust.

2    On 30 July 2026, Mr Philip Michael Davie was appointed as the liquidator of Hannhill. Upon his appointment, Hannhill was removed as trustee by operation of the terms of the trust deed for the Hill Trust. Therefore, since then, Hannhill has been a bare trustee.

3    The liquidator, in conducting the affairs of Hannhill since his appointment, has taken steps to terminate all employees of Hannhill and to secure the assets of the company. Some other steps have been taken in relation to the administration, such as obtaining insurance.

4    The application now brought before the Court is to appoint the liquidator as the receiver of the trust assets of the Hill Trust and for that appointment to be made nunc pro tunc so as to ensure that there are adequate powers and abilities to conduct the administration of the affairs of the company and, also, to recover the assets on the basis that they can be the subject to the exercise of rights of exoneration.

5    Before the Court are written submissions outlining the basis for the application and references to the authorities which now recognise that applications of this kind are often granted where there is a trading trust arrangement of the kind conducted by Hannhill. It is an approach that gives effect to the analysis by the High Court in in Carter Holt Harvey Woodproducts Australia Pty Ltd v The Commonwealth [2019] HCA 20; (2019) 268 CLR 524 as to the claims that can be made by the liquidators of corporate trustees of trading trusts.

6    On the basis of the submissions that have been filed and having read the affidavits that have been filed in support of the application, I am satisfied that orders should be made in the terms sought, substantially on the basis of the matters advanced in the written submissions. Those orders will appoint Mr Davie as receiver and enable him to conduct both the receivership and the winding up in circumstances where, on the evidence, there is no suggestion of difficult issues of comingling and there is provision for liberty to apply to vary the orders on the application of any interested party.

7    In addition to the preceding reasons, I note that, in the course of oral submissions, I raised a concern that the remuneration of Mr Davie should be subject to Court approval given the nature of his appointment being by Court order. However, I accepted a submission that allowed for any such approval to be sought by filing an affidavit in the proceedings. I also raised a concern as to a proposed order that the Mr Davie in his capacity as liquidator might be paid in priority out of the trust property as distinct from any claim to funds available to Hannhill by way of exoneration. A change to the proposed orders to address that concern was not opposed.

8    I made orders substantially in terms of the minute of orders proposed by Mr Davie with amendments to address the above concerns.

Associate:

Dated:    25 August 2026