RE WELLINGTON ABORIGINAL CORPORATION HEALTH SERVICE ICN 792 (SPECIAL ADMINISTRATORS APPOINTED) AND GREATER WESTERN ABORIGINAL CORPORATION HEALTH SERVICE ICN 1180 (SPECIAL ADMINISTRATORS APPOINTED); EX PARTE MULLEN AND JONSSON AS JOINT AND SEVERAL SPECIAL ADMINISTRATORS OF WELLINGTON ABORIGINAL CORPORATION HEALTH SERVICE ICN 792 (SPECIAL ADMINISTRATORS APPOINTED) AND OF GREATER WESTERN ABORIGINAL C

[2026] WASC 240 Page 1 JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA IN CHAMBERS CITATION : RE WELLINGTON ABORIGINAL CORPORATION HEALTH SERVICE ICN 792 (SPECIAL ADMINISTRATORS APPOINTED) AND GREATER WESTERN ABORIGINAL CORPORATION HEALTH SERVICE ICN 1180 (SPECIAL ADMINISTRATORS APPOINTED); EX PARTE MULLEN AND JONSSON AS JOINT AND SEVERAL SPECIAL ADMINISTRATORS OF WELLINGTON ABORIGINAL CORPORATION HEALTH SERVICE ICN 792 (SPECIAL ADMINISTRATORS APPOINTED) AND OF GREATER WESTERN ABORIGINAL CORPORATION HEALTH SERVICE ICN 1180 (SPECIAL ADMINISTRATORS APPOINTED) [2026] WASC 240 CORAM : HILL J HEARD : 10 JUNE 2026 DELIVERED : 10 JUNE 2026 PUBLISHED : 16 JUNE 2026 FILE NO/S : COR 71 of 2026 MATTER : IN THE MATTER OF WELLINGTON ABORIGINAL CORPORATION HEALTH SERVICE ICN 792 (SPECIAL ADMINISTRATORS APPOINTED) AND GREATER WESTERN ABORIGINAL CORPORATION HEALTH SERVICE ICN 1180 (SPECIAL ADMINISTRATORS APPOINTED) -- 1 of 17 -- [2026] WASC 240 Page 2 EX PARTE MATTHEW JARVIS MULLEN AND ANTHONY JAMES JONSSON AS JOINT AND SEVERAL SPECIAL ADMINISTRATORS OF WELLINGTON ABORIGINAL CORPORATION HEALTH SERVICE ICN 792 (SPECIAL ADMINISTRATORS APPOINTED) First Plaintiffs MATTHEW JARVIS MULLEN AND ANTHONY JAMES JONSSON AS JOINT AND SEVERAL SPECIAL ADMINISTRATORS OF GREATER WESTERN ABORIGINAL CORPORATION HEALTH SERVICE ICN 11850 (SPECIAL ADMINISTRATORS APPOINTED) Second Plaintiffs Catchwords: Corporations - Aboriginal and Torres Strait Islander corporations - Proposed solvent demerger of two health services to effect separate ownership - Plaintiffs appointed as special administrators to both companies on the demerger - Application to relieve special administrators from liability for past acts in relation to demerger under s 576-1 of Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) - Application for declaration under s 609-1 of Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) - Power of court to make declaration - Where no contradictor - Whether declaration hypothetical Legislation: Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) s 576-1, s 609-1 Result: Application granted in part -- 2 of 17 -- [2026] WASC 240 Page 3 Category: B Representation: Counsel: First Plaintiffs : C E McKay Second Plaintiffs : C E McKay Solicitors: First Plaintiffs : HWLE Lawyers Second Plaintiffs : HWLE Lawyers Case(s) referred to in decision(s): Adams v Yindjibarndi Aboriginal Corp NTBC [2014] WASC 467; (2014) 104 ACSR 29 Daniels v Anderson (1995) 37 NSWLR 438 Re Balamara Resources Ltd (in liq) [2025] NSWSC 618 Re Simpkiss Pty Ltd (in liq) [2018] FCA 2121 Re Suncoast Restoration Pty Ltd (in liq) [2013] FCA 355; (2013) 211 FCR 203 Sandy v Yindjibarndi Aboriginal Corporation RNTBC [No 4] [2018] WASC 124 Spalla v St George Motor Finance Ltd (No 7) [2006] FCA 1177 -- 3 of 17 -- [2026] WASC 240 HILL J Page 4 HILL J: 1 The plaintiffs are the special administrators of both Wellington Aboriginal Corporation Health Service ICN 792 (Wellington) and Greater Western Aboriginal Corporation Health Service ICN 11850 (Greater Western NewCo), having been appointed under s 490-1 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Cth) (CATSI Act) on 8 August 2025 and 11 May 2026 respectively. 2 At present, Wellington administers two Aboriginal health services in New South Wales, namely the Wellington Aboriginal Health Service and the Greater Western Aboriginal Health Service. The plaintiffs intend to effect a solvent demerger of Wellington by transferring certain health services currently administered by Wellington to Greater Western NewCo. To that end, on 29 May 2026, the plaintiffs caused Wellington and Greater Western NewCo to enter into an asset transfer deed1 and two service agreements.2 3 As the special administrators of Wellington, the plaintiffs owe fiduciary duties, as well as statutory duties under the CATSI Act, to Wellington to act in its best interests and to avoid any conflicts of interest. Identical duties are owed by the plaintiffs to Greater Western NewCo. In acting for both companies on the demerger, the plaintiffs recognise that it is arguable they are acting in breach of the duties they separately owe to each company. 4 For this reason, by notice of originating motion filed on 8 June 2026,3 the plaintiffs seek: (a) orders pursuant to s 567-1 of the CATSI Act that they have acted honestly and ought fairly to be excused for any negligence, breaches, failures or omissions relating to the demerger of Wellington and Greater Western NewCo, reflected in the asset transfer deed dated 29 May 2026; and (b) a declaration that, pursuant to s 609-1 of the CATSI Act, they: i. have acted in good faith; and 1 Affidavit of Matthew Jarvis Mullen filed 5 June 2026, 'MJM-29'. 2 Affidavit of Matthew Jarvis Mullen filed 5 June 2026, 'MJM-30', 'MJM-31'. 3 The plaintiffs originally filed its process as a corporations application on 5 June 2026 (even though orders were not sought under the Corporations Act 2001 (Cth)), before filing it as an amended notice of originating motion. -- 4 of 17 -- [2026] WASC 240 HILL J Page 5 ii. are not liable for any loss, damage or injury of any kind suffered by another person in relation to the performance of their functions, powers or duties as special administrators in relation to the restructure of Wellington between the commencement of the special administrations of Wellington on 11 August 2025 and of Greater Western NewCo on 11 May 2026, and the making of orders. 5 At the time the originating process was filed, the plaintiffs also filed a certificate of urgency. The basis for the urgency is that the completion of the asset transfer cannot occur unless and until orders have been made by the court on this application; the demerger is scheduled to take effect from 1 July 2026; and the plaintiffs' terms as special administrators of both companies expire on 14 August 2026. Given these matters, the matter was listed before me for hearing on 10 June 2026. 6 In support of the application, the plaintiffs relied on two affidavits: an affidavit of Matthew James Mullen, one of the plaintiffs and special administrators, filed 5 June 2026; and an affidavit of Melissa Marydale Ferreira, a partner of the plaintiffs' solicitors, filed 9 June 2026. 7 At the conclusion of the hearing, I made the orders sought under s 567-1(2), but did not consider I had power to make the declaration sought under s 609-1 of the CATSI Act. At that time, I provided brief oral reasons for my decision and indicated that I would subsequently publish more detailed reasons for my decision. These are those reasons. Factual background 8 Wellington is a not-for-profit, community-controlled corporation that aims to empower Aboriginal and Torres Strait Islander people to take control over their health (individual, family and community) in the Aboriginal community of Wellington, New South Wales (NSW), and surrounding regions.4 9 Wellington is registered with the Office of the Registrar of Indigenous Corporations (ORIC) under the CATSI Act.5 Under its current corporate structure, Wellington presently operates:6 4 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [8]. 5 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [9]. 6 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [10]. -- 5 of 17 -- [2026] WASC 240 HILL J Page 6 (a) the Wellington Aboriginal Health Service, which provides Wellington branded health services including primary healthcare, social and emotional wellbeing and integrated care programs and a number of specialist and regional programs, in the Wellington and Dubbo regions in NSW; and (b) the Greater Western Aboriginal Health Service which provides health services including GP clinics, health checks, chronic disease programs, men's health, drug, alcohol and mental health services, and child family services, in the Greater Western Sydney, Penrith, Nepean and Blue Mountains regions in NSW. 10 Wellington previously operated the Moree Aboriginal Residential Rehabilitation Service. This operation of this service was transferred to Pius X Aboriginal Corporation ICN 559 from about October 2024, with the transfer finalised on 30 June 2025.7 11 The Wellington Aboriginal Health Service and Greater Western Aboriginal Health Service have different priorities, as well as different cultural and community considerations. On 27 March 2025, the board of Wellington resolved to transition and separate the Wellington Aboriginal Health Service and the Greater Western Sydney Aboriginal Health Service.8 This resolution reflected priority 4.5 of Wellington's 2024-2026 Strategic Plan.9 12 Since at least March 2025, the existing structure has been central to a number of governance issues at Wellington, including an inability to convene or hold a properly constituted directors' meeting since 27 March 2025.10 13 On 11 July 2025, ORIC issued a show cause notice to Wellington under s 487-10(1) of the CATSI Act, requiring Wellington to show cause by close of business on 25 July 2025 why a delegate of the Registrar should not determine that Wellington was to be under special administration.11 The notice outlined a number of concerns regarding Wellington's corporate governance, including that disputes between Wellington's officers were impeding the proper conduct of Wellington's 7 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [90]. 8 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [19], 'MJM-06', page 121. 9 Affidavit of Matthew Jarvis Mullen filed 5 June 2026, 'MJM-17', page 174. 10 Affidavit of Matthew Jarvis Mullen filed 5 June 2026, 'MJM-06'. 11 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [19], 'MJM-06'. -- 6 of 17 -- [2026] WASC 240 HILL J Page 7 affairs, and referred to the desire that Wellington operate as three individual entities.12 14 The then chairperson of Wellington wrote to ORIC in response to the show cause notice. In this response, the chairperson specifically noted Wellington's board had approved the separation of the various entities which it operated and that a briefing paper to commence the separation and transition process was to be considered at a board meeting scheduled for August 2025, prior to a general meeting of members being called.13 15 On 8 August 2025, having considered Wellington's response, a delegate of the Registrar determined under s 487-1 of the CATSI Act that Wellington was to be under special administration from 11 August 2025 until 13 February 2026 and advised that, pursuant to s 490-1 of the CATSI Act, the plaintiffs had been appointed as special administrators.14 On 13 February 2026, the plaintiffs' appointment as special administrators of Wellington was extended until 14 August 2026.15 16 Since their appointment, the plaintiffs have commenced the process to demerge the Wellington Aboriginal Health Service and Greater Western Aboriginal Health Service into separate entities, each owned by an independent corporation registered under the CATSI Act.16 This has included discussions with the various bodies that provide funding to Wellington to ensure that both Wellington and Greater Western NewCo would be financially viable if separated and that these bodies supported the demerger; the preparation of separate management accounts for the separate bodies; the incorporation of Greater Western NewCo and the appointment of the plaintiffs as special administrators of that company with effect from 11 May 2026;17 the creation of a separation advisory committee; and the drafting of new corporate governance frameworks for each entity. The plaintiffs have communicated regularly with Wellington's members by issuing newsletters every six to eight weeks and holding information meetings about the proposed demerger.18 12 Affidavit of Matthew Jarvis Mullen filed 5 June 2026, 'MJM-06', page 115. This reflected Wellington's prior operation of the Moree Aboriginal Residential Rehabilitation Service. 13 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [20], 'MJM-07'. 14 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [21]. 15 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [21] - [22], 'MJM-09'. 16 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [37]. 17 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [47] - [48], 'MJM-22' - 'MJM-24'. 18 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [94] - [98]. -- 7 of 17 -- [2026] WASC 240 HILL J Page 8 17 The Commonwealth Department of Health, Disability and Ageing, which is the primary funding body of Wellington, engaged an independent consultant to undertake due diligence on the proposed demerger and to consider the financial viability of the proposal. The results were shared with the plaintiffs, who are sufficiently comfortable that the demerger can be successful.19 18 The demerger will be implemented by three key transaction documents, which were entered into on 29 May 2026 by Wellington and Greater Western NewCo. These transaction documents are: (a) an asset transfer deed, which will transfer all assets and liabilities of the Greater Western Aboriginal Health Service to Greater Western NewCo, including the transfer of all relevant funding agreements, leases and employees (Asset Transfer Deed);20 and (b) two service agreements for corporate and resource support (one between Wellington as service provider and Greater Western NewCo as customer, and the other between Greater Western NewCo as service provider and Wellington as customer).21 19 Completion of the demerger is scheduled to occur on 1 July 2026. It is a condition precedent to each of these transaction documents that the plaintiffs obtain the relief sought in these proceedings or relief in a form reasonably acceptable to them. Legislative framework 20 The CATSI Act commenced on 1 July 2007, replacing the Aboriginal Councils and Associations Act 1976 (Cth). The preamble to the CATSI Act states the law is a special measure for the advancement and protection of Aboriginal peoples and Torres Strait Islanders. The CATSI Act governs the incorporation and regulation of Aboriginal and Torres Strait Islander companies and creates ORIC (s 1-30) as well as the statutory office of the Registrar of Aboriginal and Torres Strait Islander Corporations (s 653-1). 21 One of the objectives of the CATSI Act is to align the requirements of corporate governance for Aboriginal and Torres Strait Islander corporations with modern corporate governance standards in a 19 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [39] - [41]. 20 Affidavit of Matthew Jarvis Mullen filed 5 June 2026, 'MJM-29'. 21 Affidavit of Matthew Jarvis Mullen filed 5 June 2026, 'MJM-30' - 'MJM-31'. -- 8 of 17 -- [2026] WASC 240 HILL J Page 9 manner which reflects the different circumstances of these corporations and gives some flexibility for these arrangements to be tailored to suit these circumstances.22 As Pritchard J noted in Sandy v Yindjibarndi Aboriginal Corporation RNTBC [No 4]:23 fundamental concepts from the Corporations Act 2001 (Cth) - such as the separate legal personality of a corporation upon its registration, and its governance by a board of directors who are accountable to the corporation's members, and required to act in good faith in the best interests of the corporation, and for a proper purpose - are replicated in the CATSI Act. Furthermore, some of the key corporate governance provisions from the Corporations Act 2001 (Cth) are closely replicated in the CATSI Act. They include the provisions concerning the duty of directors to exercise their powers and perform their duties in good faith in the best interests of the corporation, and for a proper purpose,24 which are found in s 181 of the Corporations Act 2001 (Cth) and reflected in s 265-5 of the CATSI Act. (footnotes omitted) 22 Given the similarity between the Corporations Act 2001 (Cth) (Corporations Act) and the CATSI Act, courts have interpreted provisions of the CATSI Act by reference to case law applicable to the corresponding provision in the Corporations Act.25 23 Chapter 11 of the CATSI Act addresses the various ways in which the management of an Aboriginal and Torres Strait Islander corporation can be assumed by someone other than its directors. In addition to the ability to appoint receivers, external administrators and liquidators, s 487-1(1) gives the Registrar the ability to appoint a special administrator to an Aboriginal and Torres Strait Islander corporation. The term 'special' is used to distinguish it from an external administration as that term is used in the Corporations Act.26 24 On the appointment of a special administrator, the special administrator is an officer of the Aboriginal and Torres Strait Islander corporation (s 683-1(3)(d)(i)) and the offices of all directors and the secretary become vacant (s 496-1), unless the Registrar determines otherwise (s 496-5). While an Aboriginal and Torres Strait Island corporation is under special administration, the special administrator is responsible for the conduct of the affairs of the corporation,27 and may 22 Sandy v Yindjibarndi Aboriginal Corporation RNTBC [No 4] [2018] WASC 124 [83]. 23 Sandy v Yindjibarndi Aboriginal Corporation RNTBC [No 4] [83]. 24 CATSI Act s 265-5. 25 Adams v Yindjibarndi Aboriginal Corp NTBC [2014] WASC 467; (2014) 104 ACSR 29 [10]. 26 Revised explanatory memorandum to the Corporations (Aboriginal and Torres Strait Islander) Bill 2006 (Cth) [1.521]. 27 CATSI Act s 499-1. -- 9 of 17 -- [2026] WASC 240 HILL J Page 10 perform any function and exercise any power the corporation or any of its officers or members could perform if the corporation were not under special administration.28 25 The powers of a special administrator are set out in s 499-5 of the CATSI Act and include powers to:29 (a) control the corporation's business, property and affairs; (b) terminate or dispose of parts of a corporation's business; (c) dispose of a corporation's property; (d) discharge employees on behalf of a corporation; and (e) change a corporation's constitution. Should the relief sought under s 576-1 of the CATSI Act be granted? 26 The plaintiffs seek an order under s 576-1 of the CATSI Act that they be relieved from liability for any negligence, breaches, failures or omissions arising from the demerger of the Wellington Aboriginal Corporation Health Service and the Greater Western Aboriginal Health Service reflected in the Asset Transfer Deed, from their appointment as special administrators until the date of the orders. 27 Section 576-1 of the CATSI Act relevantly provides that: (1) If, in any civil proceeding against a person to whom this section applies for negligence, default, breach of trust or breach of duty in a capacity as such a person, it appears to the court before which the proceedings are taken: (a) that the person is or may be liable in respect of the negligence, default or breach but that the person has acted honestly; and (b) that, having regard to all the circumstances of the case, including those connected with the person's appointment, the person ought fairly to be excused for the negligence, default or breach; the court may relieve the person either wholly or partly from liability on such terms as the court thinks fit. 28 CATSI Act s 499-5(1)(e). 29 CATSI Act s 499-5(1)(a), (c), (d) and s 499-5(3)(a). -- 10 of 17 -- [2026] WASC 240 HILL J Page 11 (2) If a person to whom this section applies has reason to apprehend that any claim will or might be made against the person in respect of any negligence, default, breach of trust or breach of duty in a capacity as such a person: (a) the person may apply to the Court for relief; and (b) the Court has the same power to relieve the person as it would have had under subsection (1) if it had been a court before which proceedings against the person for negligence, default, breach of trust or breach of duty had been brought. 28 This section is in almost identical terms to s 1318(2) of the Corporations Act.30 Consistent with the approach previously taken by courts in relation to the proper construction of the CATSI Act, I consider that s 567-1 of the CATSI Act should be interpreted by reference to the case law on s 1318 of the Corporations Act. 29 The provision confers a very wide discretion on the court. Its purpose is to excuse company officers from liability where it would be unjust and oppressive not to do so. This recognises that company officers are businesspersons who act in an environment which involves risk in commercial decision-making.31 30 In seeking relief under s 576-1 of the CATSI Act, the plaintiffs must establish:32 (a) they have a reason to apprehend that a claim would or might, be made against them, and that there is an objective basis for this apprehension; (b) the claim is in respect of negligence, default, breach of trust or breach of duty in their capacity as joint and several special administrators; and (c) they have acted honestly. 31 For the following reasons, I am satisfied it is appropriate to grant the relief sought under s 576-1(2) of the CATSI Act. 30 The note to s 1318(2) of the Corporations Act specifically acknowledges this to be the case. 31 Daniels v Anderson (1995) 37 NSWLR 438, 525 (Clarke & Sheller JJA). 32 Re Simpkiss Pty Ltd (in liq) [2018] FCA 2121 [47] - [48] citing with approval Re Suncoast Restoration Pty Ltd (in liq) [2013] FCA 355; (2013) 211 FCR 203 [29], [31]. -- 11 of 17 -- [2026] WASC 240 HILL J Page 12 32 First, the evidence adduced by the plaintiffs is that the demerger is supported by all relevant parties. I accept and find that in seeking to demerge the businesses, the plaintiffs are acting in accordance with the desire of the members of Wellington and consistent with the resolution of the former board and Wellington's strategic plan. Given this, the prospect of a claim being made against the plaintiffs appears unlikely. However, this does not mean that this position will continue to prevail. I accept that the plaintiffs as special administrators for both Wellington and Greater Western NewCo owe a duty to each company to avoid any conflicts of interest. In acting as special administrators for both companies on the demerger, I accept that there is an objective basis for the plaintiffs to apprehend that a claim could be brought against them in the future for a breach of duty arising from this conflict of interest. 33 Second, if a claim were to be brought, it is likely to be a claim for breach of the duties owed to each company in their capacity as special administrators. 34 Third, Mr Mullen's evidence, which I accept, is that neither he nor Mr Jonsson have a personal interest in either Wellington or Greater Western NewCo other than in their capacities as professional persons engaged to undertake the roles of special administrators. I also accept and find that during their appointment as special administrators, each has acted honestly and in the best interests of each of these companies to give effect to the purpose of their appointments as special administrators under the CATSI Act.33 35 In all of the circumstances, I consider that it is appropriate for the plaintiffs to be excused wholly from any potential claim that could be made against them in relation to the demerger as reflected in the Asset Transfer Deed. Should the proposed declaration under s 609-1 of the CATSI Act be made? 36 The plaintiffs also sought a declaration under s 609-1 of the CATSI Act that the plaintiffs have acted in good faith and are not liable for any loss, damage, or injury of any kind suffered by another person in relation to their performance of their functions, powers, or duties as special administrators in relation to the demerger. 37 Section 609-1 of the CATSI Act provides that: 33 Affidavit of Matthew Jarvis Mullen filed 5 June 2026 [102] - [105]. -- 12 of 17 -- [2026] WASC 240 HILL J Page 13 A person (protected person) who is any of the following: (a) the Minister; (b) the Registrar or a Deputy Registrar; (c) a special administrator; (d) a person acting under the Registrar's authority; is not liable to civil proceedings for loss, damage or injury of any kind suffered by another person as a result of the performance or exercise, in good faith, of the protected person's functions, powers or duties under or in relation to this Act. 38 On its terms, the section is a statutory bar to recovery against a protected person in civil proceedings where the protected person has acted in good faith in the performance of their duties. There is no equivalent provision to s 609-1 in the Corporations Act. 39 In their written submissions in support of this part of the application, the plaintiffs referred to a number of matters which would be relevant to the exercise of any discretion to make the order.34 In relation to the question of the court's power to grant the relief sought, the plaintiffs contended the relief was not abstract or hypothetical. While acknowledging the application was brought on an ex parte basis, the plaintiffs submitted that ORIC 'who may otherwise be a proper contradictor' had been informed of the application and had not intervened. 40 As indicated at the hearing, for the following reasons, I do not consider I have the power to make the declaration sought by the plaintiffs and, in any event, do not consider it is necessary. 41 First, I do not accept, given the terms of the section, that ORIC would be a proper contradictor. This is because the bar provided for in the section is not limited to the plaintiffs but extends to the actions and conduct of the Registrar of ORIC. In addition, ORIC is not a party affected by the demerger, nor has it raised any issue in relation to the conduct of the plaintiffs or opposed the demerger at any stage. In my view, a proper contradictor would be a party who is affected by the demerger, such as the members of either company, or a party who has at some stage indicated opposition to it occurring. 34 Plaintiffs' submissions filed 5 June 2026 [75] - [78]. -- 13 of 17 -- [2026] WASC 240 HILL J Page 14 42 Second, on the evidence before me, no party opposes the demerger or contends it cannot occur in the manner in which the plaintiffs have proposed. In addition, there is no evidence the demerger has ever been opposed. In fact, as noted above, all the evidence is to the contrary, namely that all parties support the demerger. 43 Third, the relief sought by the plaintiffs is, in effect, a declaration that the section means what it says. Unless there is a party contending otherwise, I consider the question is purely hypothetical. 44 Fourth, and importantly, I do not consider the relief produces any foreseeable consequences for the plaintiffs. This is because, as was noted in Spalla v St George Motor Finance Ltd (No 7) in the context of the Corporations Act (and by extension the CATSI Act), '[s]omething is done in "good faith" when done honestly'.35 On the evidence before the court, I have found the plaintiffs have acted honestly in pursuing the demerger by entering into the relevant transaction documents and, as a result, have granted relief from any liability arising from any breach of duty. This finding would support a conclusion the plaintiffs have acted in good faith and would be entitled to rely on s 609-1 of the CATSI Act in the event that any civil proceedings were to be commenced against them. Conclusion and orders 45 For these reasons, I was satisfied that it was appropriate to make the orders sought by the plaintiffs under s 576-1(2) of the CATSI Act, but not the declaration sought under s 609-1 of the CATSI Act. 46 The plaintiffs also sought ancillary orders to give notice of the court's orders to Wellington's members, the sole member of Greater Western NewCo, and ORIC, and for there to be an allowance for any aggrieved party to apply to the court to apply to vacate or vary these orders. In my view, these orders will protect any relevant person from any possible prejudice arising from the application and that it was appropriate for these orders to be made. Initially, the orders proposed a period of 28 days for the making of any application. However, at the hearing, counsel for the plaintiffs sought to amend this period to 14 days, given the proposed demerger is due to complete on 1 July 2026. In these circumstances, I accepted that this amendment was appropriate. 35 Spalla v St George Motor Finance Ltd (No 7) [2006] FCA 1177 [168] cited with approval by Black J in Re Balamara Resources Ltd (in liq) [2025] NSWSC 618 [36]. -- 14 of 17 -- [2026] WASC 240 HILL J Page 15 47 For these reasons, at the conclusion of the hearing on 10 June 2026, I made orders in the terms annexed as 'Annexure A'. -- 15 of 17 -- [2026] WASC 240 HILL J Page 16 Annexure 'A' -- 16 of 17 -- [2026] WASC 240 HILL J Page 17 I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia. VA Associate to the Hon Justice Hill 16 JUNE 2026 -- 17 of 17 --