Federal Court of Australia

Top Ryde Financial Services Pty Ltd v Rams Financial Group Pty Limited (Trial Management) [2026] FCA 1271

ORDERS

THE COURT ORDERS THAT:

1.    By 8.00 pm on Tuesday, 1 September 2026, pursuant to s 37P(2) of the Federal Court of Australia Act 1976 (Cth), the applicants are to file and serve a note not exceeding three to four pages which, leaving aside Issues 19 to 21, reduces their case to its essential elements.

2.    The note referred to in Order 1 is to:

(a)    address the three broad subjects identified, namely:

(i)    the downturn case;

(ii)    the termination case; and

(iii)    causation and loss;

(b)    identify under each subject:

(i)    the essential factual propositions said to require determination;

(ii)    the cause or causes of action to which those propositions relate;

(iii)    the paragraphs of the Further Amended Statement of Claim in which those propositions are pleaded; and

(iv)    the consequence said to follow if those propositions are established;

(c)    identify any issue said not to fall within the three broad subject and explain why separate determination is required; and

(d)    identify the consequences said to follow if the respondent succeeds in its contention that it was entitled to revoke the ACRAs and thereafter terminate the Franchise Agreement pursuant to cl 28.2(c)

3.    By 8.00 pm on Wednesday, 2 September 2026, Rams Financial Group is to file and serve a responsive note, also not exceeding three to four pages.

4.    The respondent’s note is to:

(a)    identify any respect in which the applicant’s articulation of the controversy is said to be inaccurate, incomplete or unnecessarily complex;

(b)    identify any respect in which the controversy may be reduced further;

(c)    identify any genuinely separate issue said to require determination; and

(d)    state the consequence for the balance of the proceeding if its case concerning revocation of the ACRAs and cl 28.2(c) is accepted.

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

REASONS FOR JUDGMENT

(Delivered ex tempore, revised from the transcript)

LEE J:

A    INTRODUCTION

1    Although this proceeding has, of course, been the subject of case management before the commencement of the trial, there is often a limit to the extent to which the precise dimensions of a party’s case, and particularly the extent to which different aspects of it overlap, can be appreciated until one has had the opportunity of reading detailed opening submissions.

2    After the provision of detailed written openings, an issue has been brought into focus which was perhaps not quite as apparent to me previously, and which I think needs to be addressed now if this trial is to be conducted consistently with the overarching purpose.

3    I have read closely the written opening submissions of Top Ryde Financial Services Pty Limited and Ms Wodecki (collectively, applicants) and those of RAMS Financial Group Pty Limited (RFG). I have also now re-read carefully, in the light of those submissions, the further amended statement of claim (FASOC), the defence and the reply.

4    The FASOC extends to 63 pages and, as one would expect of a pleading of that length, contains a very substantial number of paragraphs and subparagraphs, many of which themselves incorporate or repeat earlier allegations. The defence extends to 82 pages. The applicants’ written opening is itself 81 pages and identifies 21 separate issues for determination. Issues 1 and 2 concern the contractual terms; Issues 3 to 7 comprise what is described as the “Downturn & No Termination Counterfactual Case”; Issues 8 to 18 comprise the “Termination Case”; and Issues 19 to 21 concern the penalty case.

5    I note I propose to put Issues 19 to 21 to one side for present purposes. The controversy concerning cl 29.14, including the penalty and unfair contract term case and the entitlement to withheld trail commissions, seems to me to be discrete and capable of being dealt with separately.

6    My concern is with the complexity of the balance of the case and, more particularly, whether its present formulation makes the controversy far more complicated than it needs to be. This is not simply a matter of counting issues, pages or paragraphs. The difficulty is that the same conduct and the same factual propositions appear to be deployed in a variety of different ways to produce different alleged legal consequences. There are allegations based upon the express terms of the Franchise Agreement and provisions of the Operations Manual; express obligations of good faith under cl 5.1 and obligations under the Franchising Code, pleaded at FASOC [27]-[33]; a series of implied terms pleaded at FASOC [34], including obligations to do what is necessary to enable performance and enjoyment of the contractual benefit and not to undermine the bargain; and allegations that the exercise of the powers concerning the Representative Agreements was constrained by those obligations: see FASOC [35]-[36]. Those contractual allegations then intersect with allegations of statutory unconscionability, the alleged conduct of Westpac Banking Corporation (Westpac), the Front Book and Back Book Reviews, different counterfactuals, and distinct questions of causation and loss.

7    The termination case provides a good illustration of the problem. The applicants challenge the process by which the anomalies were identified; the information upon which the Risk Assessment was based; the extent and representativeness of the loans reviewed; the failure said to arise from not putting the substance of the allegations to TRFS and Ms Wodecki; the involvement of Westpac; the alleged divergence between the interests of Westpac and RFG; and the alleged failure by RFG to give genuine and independent consideration to the decisions to revoke and terminate. The latter allegation is pleaded expressly at FASOC [74K]-[74M], with the applicants then advancing at [75] a further or alternative case based upon what is said to have been a flawed process and flawed information. Those factual allegations are then deployed through more than one contractual and statutory cause of action.

8    There is nothing inherently objectionable about this approach. A party is entitled to advance causes of action cumulatively or in the alternative, and complexity which is necessary for the just resolution of a proceeding must simply be confronted. But there is an important distinction between necessary complexity and complexity generated by the manner in which a case is organised. If substantially the same factual controversy is relied upon to establish several different legal consequences, it does not follow that the evidence is ultimately analysed as if each legal characterisation creates a separate factual case.

9    There is another reason why I think some discipline should be imposed now. RFG advances what, if correct, may provide a considerably shorter route through at least a substantial part of the case. Its submission is that s 68(1) of the National Consumer Credit Protection Act 2009 (Cth) entitled it to revoke the Representative Agreements “at any time”; that it also had express contractual rights of revocation or termination; and that those rights were not constrained by good faith in the way alleged by the applicants. It then says that once the ACRAs were revoked, neither TRFS nor Ms Wodecki could lawfully engage in credit activities and, quite apart from the debate as to whether an ACRA was a “licence” within cl 28.1(a), RFG was entitled to terminate the Franchise Agreement under cl 28.2(c). Indeed, the applicants themselves plead at FASOC [51A] that RFG did not have power to terminate pursuant to cl 28.1(a), but that its power to terminate was pursuant to cl 28.2(c).

10    I am not expressing any view about whether RFG is correct about the legal consequences of those matters. Nor am I suggesting that, even if it is correct, that necessarily disposes of the applicants’ case concerning actionable conduct said to have occurred before revocation and termination. But it does illustrate why the Court needs to know, with considerably greater precision than is presently apparent from the 18 issues, what really has to be decided and in what logical order it has to be decided. If there is a short point which, depending upon its resolution, eliminates the need to decide a substantial number of subsidiary controversies, it should be identified and dealt with as such. Equally, if the applicants say that RFG’s short point does not have that consequence because particular causes of action or heads of loss survive it, they should identify precisely what survives and why.

B    Three broad questions

11    As I presently understand the applicants’ case, leaving the discrete penalty case aside, its factual substance appears capable of being organised around three broad questions.

12    The first is the downturn case. What occurred in connexion with Project Guardian, Team 6 and the Front Book and Back Book Reviews; what conduct of RFG, including conduct involving Westpac for which the applicants say RFG bears the relevant responsibility, is said to have been actionable; and did that conduct cause the deterioration of the TRFS business before termination?

13    The second is the termination case. Why were the Representative Agreements revoked and the Franchise Agreement terminated; what is said to have been legally wrong with those decisions or the process which led to them; and what is the answer to RFG’s contention that it was entitled to revoke the ACRAs and that, once it did so, TRFS could not lawfully continue the relevant credit activities and the Franchise Agreement was terminable under cl 28.2(c)?

14    The third is causation and loss. If some actionable wrong is established in relation to the downturn, the revocation or the termination, what difference did it actually make? What would probably have happened absent that conduct, and what loss is properly attributable to it? This assumes particular importance because RFG contends that by the time of formal termination TRFS had not submitted a loan application for five months and had substantially ceased carrying on the RAMS Ryde business.

15    I do not say that those three questions necessarily exhaust every issue which properly requires determination. Part of the purpose of what I am about to direct is to find out whether they do. But I am concerned that unless the case is reduced to its essentials now, there is a real prospect that a substantial trial will become unnecessarily unwieldy because substantially the same matters are being considered repeatedly through different legal prisms. That is not conducive to the just resolution of the dispute as quickly, inexpensively and efficiently as possible.

16    This proceeding has been on foot for an extended period. The applicants and group members are waiting for a determination of their claims, and RFG is entitled to the determination of the claims made against it. The more complicated a case is made in its presentation, the more something in the nature of a coherent “decision tree” is absent, the longer it is likely to take not only to try but to resolve. Unnecessary multiplication of issues affects the conduct of the evidence, the intelligibility of final submissions and, ultimately, the time required for the Court to produce reasons for judgment. The overarching purpose bears directly upon the way in which the parties are required to conduct the proceeding and identify the issues genuinely requiring determination (and those that do not require determination if a finding is made a particular way).

17    I therefore propose to make a direction pursuant to s 37P(2) of the Federal Court of Australia Act 1976 (Cth) that by 8.00 pm tomorrow, the applicants are to file and serve a note not exceeding three or so pages which, leaving aside Issues 19 to 21, reduces their case to its essential elements and identifies the determinative issues in each aspect of their case. The note is to address, as a starting point, the three broad subjects I have identified: the downturn case, the termination case, and causation and loss. Under each heading it should identify the essential factual propositions which must be established; the cause or causes of action for which each proposition matters; and the precise paragraphs of the FASOC in which the relevant case is pleaded. It should also identify the consequence said to follow if the proposition is established or fails.

18    Importantly, the note is not to be a three-page reproduction of Issues 1 to 18. Its purpose is simplification. If several causes of action depend upon substantially the same factual proposition, that should be made clear rather than the factual proposition being repeated. If the applicants contend that there is some genuinely distinct controversy which cannot sensibly be accommodated within the three broad subjects I have identified, they should identify it, give its precise pleaded foundation and explain briefly why it requires separate determination. They should also deal specifically with the consequence they say follows if RFG establishes its contention concerning its entitlement to revoke the ACRAs and thereafter terminate the Franchise Agreement under cl 28.2(c): in particular, what aspects of the applicants’ case would nevertheless remain for determination.

19    By 8.00 pm on Wednesday, RFG is to file and serve a responsive note, also not exceeding three or so pages. It should respond to that proposed simplification, identify any respect in which RFG says the controversy can be reduced further, and identify any genuinely separate issue which it says must be determined. It should also state succinctly the precise consequence for the balance of the proceeding which RFG says follows if its case concerning revocation of the ACRAs and cl 28.2(c) is accepted.

20    I stress I make those orders because I consider that they will assist in giving effect to the overarching purpose. They do not prevent the applicants advancing any case which is properly pleaded, or RFG advancing any properly available defence. What they require is that the parties expose, at an early stage of the trial, the logical structure of the dispute: what has actually to be proved, which legal conclusions are said to follow from those facts, which issues are merely alternative legal characterisations of the same underlying controversy, and whether some questions fall away depending upon the answer to logically anterior questions. That exercise should make the balance of the trial more focussed and, ultimately, place the Court in a better position to determine the proceeding as promptly as possible.

Associate:

Dated: 31 August 2026