Australia, April 21 -- New South Wales Land and Environment Court issued text of the following judgement on March 20:

1. In these two proceedings, heard together with evidence in one to be evidence in the other, Financialstrategy Pty Ltd ("FPL") brings claims of breach of contract and oppression in relation to the affairs of Bailey Roberts Group Pty Ltd (in liq) ("BRG"). The two proceedings address successive time periods. The earlier proceedings ("2021 Proceedings") are brought by FPL with leave against BRG, which is in liquidation; Bailey Financial Management Ltd ("BFM"); LAT Wealth Holdings Pty Ltd ("LAT"); Bailey Wealth Management Pty Ltd ("BWM"); Fumar Pty Ltd ("Fumar") and Sustain Holdings Pty Ltd ("SHL"). Claims brought against two individuals, Mr Bailey and Mr Thomas, in the 2021 Proceedings were previously dismissed, although they are now the Defendants to the later proceedings ("2023 Proceedings") which I address below.

2. Turning now to the parties to the proceedings, it is broadly common ground (Further Amended Points of Claim ("FAPC") [1]-[2], Amended Defence [1]-[2]), that FPL was formerly known as, inter alia, Ad Astra Pty Ltd and is an incorporated financial adviser; it owns 40% of the ordinary shares issued in BRG, being 400,000 out of 1,000,000 shares; and also owns shares in two companies related to BRG, Super Advisor Pty Limited ("Super Advisor") and Brite NSW Pty Limited ("Brite NSW"). Mr Michael Roberts is the sole director of FPL and, from 14 March 2001 until 1 October 2020, he was also a director of BRG.

3. It is common ground (FAPC [3], Amended Defence [3]) that the BRG held an Australian financial services licence; I will refer in this judgment to an Australian financial services licence as an "AFSL" and the holder of that licence as an "AFS licensee" or AFSL holder". BRG was in the business of providing financial services to clients and administrative support to its Authorised Representatives, who were appointed on the terms of Corporate Authorised Representative ("CAR") agreements that I address below. A voluntary administrator was appointed to BRG on 24 October 2022 and BRG transitioned from voluntary administration to liquidation on 28 November 2022. I will address aspects of BRG's business further below.

4. It is broadly common ground (FAPC [4], Amended Defence [4]) that, at relevant times, BFM held its own AFSL and provided financial services through authorised representatives; and until 1 February 2022, BFM owned 400,000 out of 1,000,000 issued shares of BRG and also owned shares in Super Advisor and in Brite NSW. Mr Bailey was the sole director and shareholder in BFM. Mr Bailey was also a director of BRG at relevant times and, between about December 2000 and 1 February 2020, the Managing Director of BRG.

5. It is also common ground (FAPC [5], Amended Defence [5]) that, until 16 March 2022, LAT (which is a company controlled by Mr Thomas) owned 200,000 out of 1,000,000 shares in BRG and, until 7 February 2022, also owned shares in Brite NSW; and, since 16 March 2022, Sustain (of which Mr Thomas is also the sole director and shareholder) has owned those BRG shares. Mr Thomas was, since 15 December 2008, a director of BRG and has been its Managing Director since 1 February 2020.

6. It is common ground (FAPC [7A]-[7B], Amended Defence [7A]-[7B]) that, between 1 February 2022 and 8 April 2022, BWM also owned 10,000 of the issues shares in BRG and its also held shares in Brite NSW and in Super Advisor; Mr Bailey and his wife are the only directors and shareholders in BWM; from 16 until 21 March 2022, Mr Bailey owned 390,000 of the issued shares in BRG and (FAPC [7B], Amended Defence [7B]); and, since 21 March 2022, Fumar (of which Mr Bailey is the sole shareholder and director) has owned those shares.

*Rest of the document and Footnotes can be viewed at: (https://www.caselaw.nsw.gov.au/decision/195aaddbf5655c3579ca9325)

Disclaimer: Curated by HT Syndication.