RE GREGORY PAUL QUIN AS LIQUIDATOR OF CRIKEY CAMPERS (WA) PTY LTD (IN LIQUIDATION); EX PARTE GREGORY PAUL QUIN AS LIQUIDATOR OF CRIKEY CAMPERS (WA) PTY LTD (IN LIQUIDATION) [2026] WASC 290

[2026] WASC 290 Page 1 JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA IN CHAMBERS CITATION : RE GREGORY PAUL QUIN AS LIQUIDATOR OF CRIKEY CAMPERS (WA) PTY LTD (IN LIQUIDATION); EX PARTE GREGORY PAUL QUIN AS LIQUIDATOR OF CRIKEY CAMPERS (WA) PTY LTD (IN LIQUIDATION) [2026] WASC 290 CORAM : HILL J HEARD : 26 JUNE 2026 DELIVERED : 26 JUNE 2026 PUBLISHED : 20 JULY 2026 FILE NO/S : COR 63 of 2026 MATTER : IN THE MATTER OF GREGORY PAUL QUIN AS LIQUIDATOR OF CRIKEY CAMPERS (WA) PTY LTD (IN LIQUIDATION) EX PARTE GREGORY PAUL QUIN AS LIQUIDATOR OF CRIKEY CAMPERS (WA) PTY LTD (IN LIQUIDATION) First Plaintiff CRIKEY CAMPERS (WA) PTY LTD (IN LIQUIDATION) Second Plaintiff -- 1 of 8 -- [2026] WASC 290 Page 2 Catchwords: Corporations - Winding up - Where company in liquidation was trustee of trust - Application for appointment of liquidator as receiver and manager of trust property - Application for directions - Turns on own facts Legislation: Corporations Act 2001 (Cth) sch 2 s 90-15 Supreme Court Act 1935 (WA) s 25(9) Result: Application granted Directions made Category: B Representation: Counsel: First Plaintiff : D Purdy Second Plaintiff : D Purdy Solicitors: First Plaintiff : Pragma Lawyers Second Plaintiff : Pragma Lawyers -- 2 of 8 -- [2026] WASC 290 Page 3 Cases referred to in decision: Carter Holt Harvey Woodproducts Australia Pty Ltd v Commonwealth [2019] HCA 20; (2019) 268 CLR 524 Caterpillar Financial Australia Ltd v Ovens Nominees Pty Ltd [2011] FCA 677 Cremin, in the matter of Brimson Pty ltd (in liq) [2019] FCA 1023 Jones v Matrix Partners Pty Ltd; Re Killarnee Civil & Concrete Contractors Pty Ltd (in liq) [2018] FCAFC 40; (2018) 260 FCR 310 Lemery Holdings Pty Ltd v Reliance Financial Services Pty Ltd [2008] NSWSC 1344 Re Mali Nominees Pty Ltd (in liq) [2022] VSC 28 -- 3 of 8 -- [2026] WASC 290 HILL J Page 4 HILL J: (This judgment was delivered extemporaneously and has been edited from the transcript to include references, headings and to correct matters of grammar and expression.) 1 On 16 January 2026, the first plaintiff was appointed as liquidator of the second plaintiff, Crikey Campers (WA) Pty Ltd (Company), pursuant to s 491(1) of the Corporations Act 2001 (Cth) (Act). Prior to the appointment of the liquidator, the Company was the trustee of the Crikey Camper Hire Unit Trust (Trust). 2 By amended originating process filed on 29 May 2026, the plaintiffs seek orders for the first plaintiff to be appointed as receiver and manager of the property, assets and undertakings of the Trust and seek directions that the Company carried on business solely in its capacity as trustee of the Trust. 3 In support of the application, the plaintiffs have read two affidavits, being: (a) an affidavit of Gregory Paul Quin, the first plaintiff and the liquidator of the Company, filed on 26 May 2026; and (b) an affidavit of Oliver John Mavrick, filed on 19 June 2026, which confirms that the application has been served on the Australian Securities and Investments Commission (ASIC), as required by the Supreme Court (Corporations) WA Rules 2004. Factual background 4 On 1 May 2007, the Company was incorporated and the Trust was established by Trust Deed.1 Andrew James Woodcock is the sole director, secretary and shareholder of the Company. 5 Based on the investigations that have been undertaken since his appointment, Mr Quin believes that:2 (a) the Company only ever acted in its capacity as trustee of the Trust and has not carried on business in any other capacity; (b) the Company and the Trust primarily traded under the business names 'Crikey Camper Hire' and 'Red Dirt 4WD Rentals', and 1 Affidavit of Gregory Paul Quin filed 26 May 2026 [45]. 2 Affidavit of Gregory Paul Quin filed 26 May 2026 [16]. -- 4 of 8 -- [2026] WASC 290 HILL J Page 5 operated a four-wheel drive caravan and camper trailer rental hire business for short-term rental to customers for travel and recreational purpose; and (c) the business operated from leased premises located in Kewdale and Broome in Western Australia, as well as Darwin in the Northern Territory. 6 Since his appointment, Mr Quin has commenced a process to sell some of the Company's assets and has disclaimed others. Some assets have already been sold with the sales process ongoing. 7 In the course of acting as liquidator of the Company, Mr Quin has been provided with a copy of the Trust Deed.3 Pursuant to cl 56.2(b) of the Trust Deed, the Company was disqualified from holding office as trustee when it went into liquidation.4 As such, the Company is now the bare trustee of the assets of the Trust. Mr Quin is not aware of any replacement trustee having been appointed. 8 In these circumstances, the plaintiffs seek orders that Mr Quin be appointed as receiver and manager of the Trust, nunc pro tunc, to enable him to sell the assets of the Trust and to distribute the proceeds of the sales that have already occurred, as well as the future sales. Legal principles 9 Where a company has been removed as trustee of a trust under the terms of a trust deed, the company holds the trust's assets as bare trustee and does not have the right to retain them as bare trustee.5 While the company's right of indemnity and accompanying equitable lien over the assets of the trust survives the appointment, the liquidator of the company does not have the power to sell the assets to satisfy its right of indemnity absent intervention by the court.6 The court can either grant relief authorising the sale of trust property or alternatively appoint the liquidator as receiver over the trust assets.7 3 Affidavit of Gregory Paul Quin filed 25 May 2026 [47], 'GPQ-21'. 4 Affidavit of Gregory Paul Quin filed 25 May 2026 [48]. 5 Lemery Holdings Pty Ltd v Reliance Financial Services Pty Ltd [2008] NSWSC 1344 [50]. 6 See Jones v Matrix Partners Pty Ltd; Re Killarnee Civil & Concrete Contractors Pty Ltd (in liq) [2018] FCAFC 40; (2018) 260 FCR 310 [44], [85] - [91] (Allsop CJ), [139], [142] (Siopis J) and [198] (Farrell J); Caterpillar Financial Australia Ltd v Ovens Nominees Pty Ltd [2011] FCA 677 [22] - [28] (Gordon J). 7 Jones v Matrix Partners Pty Ltd; Re Killarnee Civil & Concrete Contractors Pty Ltd (in liq) [44] (Allsop CJ); [196] (Farrell J). -- 5 of 8 -- [2026] WASC 290 HILL J Page 6 10 Courts are generally willing upon an appropriate application to make orders permitting the liquidator of a (former) corporate trustee to sell trust assets. This is because the trust assets are not the property of the company, but trust property in which the company has an interest by way of lien or charge to secure its right of exoneration.8 Any proceeds from the exercise of a corporate trustee's right of exoneration can only be applied to satisfy the liabilities of the trust.9 11 The court has power, pursuant to s 25(9) of the Supreme Court Act 1935 and O 51 r 1 of the Rules of the Supreme Court 1971 (WA) to appoint a receiver and manager where it appears to be just and convenient. 12 Once the sale of the trust's assets has occurred, the proceeds may be appropriated by way of exoneration as part of the conduct of the liquidation in accordance with the statutory priorities set out in pt 5.6 div 6 of the Act.10 Orders may be made nunc pro tunc to authorise any sale of the assets that has already occurred.11 13 Pursuant to s 90-15(1) of the Insolvency Practice Schedule (IPS), the court may make 'such orders as it thinks fit in relation to the external administration of a company'. The principles that govern the exercise of this power can briefly be summarised as follows.12 (a) The power to give advice is intended to facilitate the liquidator's performance of its functions and should be interpreted widely to give effect to that purpose. (b) The court may give a direction where it is just and beneficial to the liquidation to do so. (c) The function of the power is to give the liquidator advice as to the proper course of action to take in the liquidation. (d) The court will not give a direction as to a matter of commercial or business judgment. It is necessary for there to be a legal issue 8 Cremin, in the matter of Brimson Pty ltd (in liq) [2019] FCA 1023 [49]. 9 Carter Holt Harvey Woodproducts Australia Pty Ltd v Commonwealth [2019] HCA 20; (2019) 268 CLR 524 [40] (Kiefel CJ, Keane & Edelman JJ), [106] (Gordon J). 10 Carter Holt Harvey Woodproducts Australia Pty Ltd v Commonwealth [2019] HCA 20; (2019) 268 CLR 524 [55] - [58] (Kiefel CJ, Keane & Edelman JJ), [95] - [97] (Bell, Gageler & Nettle JJ), [171] (Gordon J). 11 Jones v Matrix Partners Pty Ltd; Re Killarnee Civil & Concrete Contractors Pty Ltd (in liq) [91], [152], [198]. 12 Re Mali Nominees Pty Ltd (in liq) [2022] VSC 28 [23]. -- 6 of 8 -- [2026] WASC 290 HILL J Page 7 of substance or procedure, including an issue of power, proprietary or reasonableness. Should the plaintiff be appointed as receiver and manager of the Trust assets? 14 I accept that by reason of cl 56.2 of the Trust Deed, on the appointment of the first plaintiff as liquidator of the Company, the Company ceased to be trustee of the Trust. While the Company's right of indemnity from trust assets for debts incurred by it as trustee of the Trust was not affected by its removal, without an order of the court, the first plaintiff does not have the power to sell trust assets to protect the Company's right of indemnity. 15 It is common for a liquidator of a former corporate trustee of a trust to be appointed by the court as receiver to enable this to occur. This is both where the company is a bare trustee and also where a new trustee has been appointed.13 16 On the evidence before me, I accept that the Company has only acted as a trustee of the Trust and in no other capacity, and that all Trust assets held by the Company were held in its capacity as trustee of the Trust. 17 There are no obvious conflicts that would disentitle the first plaintiff from being appointed as receiver and manager. On this basis, I accept it is expedient for the first plaintiff to have the power to sell the property of the Trust and for the first plaintiff to be appointed as receiver and manager of the Trust without security. In my view, the appointment will facilitate the external administration of the Company and aid in the vindication of the Company's right of indemnity out of the assets of the Trust. I also accept, in the circumstances of this case that it is appropriate that these orders be made nunc pro tunc. Should the ancillary orders and directions be made? 18 The ancillary orders sought by the plaintiffs require service of the court's orders on the creditors of the Company and allow for any aggrieved party to apply to this court to vacate or vary these orders will protect the creditors of the Company from any possible prejudice that might otherwise arise from these orders. 13 Re Mali Nominees Pty Ltd (in liq) [33] and the authorities cited there. -- 7 of 8 -- [2026] WASC 290 HILL J Page 8 19 In relation to the orders sought under s 90-15 of the IPS, I accept Mr Quin's evidence that the Company has acquired assets and incurred liabilities only in its capacity as trustee of the Trust. For this reason, it is appropriate to make orders that the first plaintiff will be acting properly and is justified in conducting the affairs of the Trust on the basis that the business and assets of the Company comprised the assets of the Trust. 20 Finally, in relation to the costs of the application, the plaintiffs seek orders for the costs of the application to be costs in the liquidation of the second plaintiff and payable from the assets of the Trust. In my view, this is the appropriate costs order. I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia. KS Associate to the Hon Justice Hill 20 JULY 2026 -- 8 of 8 --