TRPCEVSKI -v- DIXON [2026] WASC 303

[2026] WASC 303 Page 1 JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA IN CHAMBERS CITATION : TRPCEVSKI -v- DIXON [2026] WASC 303 CORAM : MASTER RUSSELL HEARD : 28 JULY 2026 DELIVERED : 28 JULY 2026 FILE NO/S : CIV 1905 of 2026 BETWEEN : Jimmy TRPCEVSKI as joint and several liquidator of WESTPAGE PTY LTD (IN LIQUIDATION) (ACN 099 709 789) as trustee for THE BURKE FAMILY TRUST, WATTLEUP HOLDINGS PTY LTD (IN LIQUIDATION) (ACN 009 036 382) as trustee for THE MS JAGIELLO FAMILY TRUST, AND FOUREX HOLDINGS PTY LTD (IN LIQUIDATION) (ACN 602 595 059) in its own right and as trustee for THE FOUREX FAMILY TRUST First Plaintiff Gregory Mathew PROUT as joint and several liquidator of WESTPAGE PTY LTD (IN LIQUIDATION) (ACN 099 709 789) as trustee for THE BURKE FAMILY TRUST, WATTLEUP HOLDINGS PTY LTD (IN LIQUIDATION) (ACN 009 036 382) as trustee for THE MS JAGIELLO FAMILY TRUST, AND FOUREX HOLDINGS PTY LTD (IN LIQUIDATION) (ACN 602 595 059) in its own right and as trustee for THE FOUREX FAMILY TRUST Second Plaintiff AND -- 1 of 9 -- [2026] WASC 303 Page 2 Stephen Robert DIXON as liquidator of Colonarie Pty Ltd (in Liquidation) as trustee for THE MATSINGER FAMILY TRUST NO.2 First Defendant COLONARIE PTY LTD (IN LIQUIDATION) (ACN 008 987 997) as trustee for THE MATSINGER FAMILY TRUST NO.2 Second Defendant Catchwords: Partnership - Dissolution of partnership pursuant to s 46(g) of the Partnership Act 1895 (WA) - Appointment of receiver and manager over partnership - Just and equitable that the partnership be dissolved - Receivers and managers appointed over partnership - Turns on own facts Legislation: Partnership Act 1895 (WA) s 46(g), s 57 Supreme Court Act 1935 (WA) s 25(9) Rules of the Supreme Court 1971 (WA) O 51 Result: Application granted Category: B Representation: Counsel: First Plaintiff : Mr D Butler Second Plaintiff : Mr D Butler First Defendant : Mr K Tse Second Defendant : Mr K Tse -- 2 of 9 -- [2026] WASC 303 Page 3 Solicitors: First Plaintiff : Murcia Pestell Hillard Second Plaintiff : Murcia Pestell Hillard First Defendant : Mendelawitz Morton Commercial Lawyers Second Defendant : Mendelawitz Morton Commercial Lawyers Case(s) referred to in decision(s): Nil -- 3 of 9 -- [2026] WASC 303 MASTER RUSSELL Page 4 MASTER RUSSELL: (These reasons were delivered orally on 28 July 2026 and have been edited from the court's record to include references and headings, to correct matters of grammar and expression, and attach a copy of the orders made). Introduction 1 On 24 March 2026, the plaintiffs, Jimmy Trpcevski and Gregory Mathew Prout, were appointed as the joint and several liquidators of Westpage Pty Ltd as trustee for the Burke Family Trust, Wattleup Holdings Pty Ltd as trustee for the MS Jagiello Family Trust and Fourex Holdings Pty Ltd in its own capacity and as trustee for the Fourex Family Trust. 2 By originating summons filed on 8 July 2026, the plaintiffs seek orders for dissolution of the partnership known as the Axis Financial Group (Partnership) pursuant to s 46(g) of the Partnership Act 1895 (WA) and related orders, including orders that they be appointed as joint and several receivers and managers of the Partnership. 3 The application is supported by an affidavit sworn by Mr Trpcevski on 8 July 2026. 4 The Partnership was formed pursuant to a partnership deed executed on about 30 July 2004, which was subsequently amended by a Partnership and Share Sale Agreement dated 19 February 2015. 5 The Partnership presently consists of the following equal partners: (a) Westpage Pty Ltd (in liquidation) (ACN 099 709 789) as trustee for the Burke Family Trust (Westpage); (b) Wattleup Holding Pty Ltd (in liquidation) (ACN 009 036 382) as trustee for the MS Jagiello Family Trust (Wattleup); (c) Colonarie Pty Ltd (in liquidation) (ACN 008 987 997) as trustee for the Matsinger Group Family Trust No 2 (Colonarie); and (d) Fourex Holdings Pty Ltd (in liquidation) (ACN 602 595 059) as trustee for the Fourex Family Trust (Fourex). 6 Mr Trpcevski and Mr Prout are the joint and several liquidators of each of Westpage, Wattelup and Fourex. -- 4 of 9 -- [2026] WASC 303 MASTER RUSSELL Page 5 7 Stephen Robert Dixon was appointed as liquidator of Colonarie on about 19 March 2026. He has been joined as the first defendant to the application as liquidator of Colonarie, as trustee for the Matsinger Family Trust No 2. Colonarie is the second defendant in its capacity as trustee for the Matsinger Family Trust No 2. 8 Following service of the application, the parties have substantially agreed to the orders sought in the application. For the reasons that follow, I am satisfied that it is appropriate to make orders in the terms sought and agreed to by the parties. Background 9 Mr Trpcevski deposes in his affidavit to the relevant background and the circumstances in which the application is made and the orders are sought. 10 In summary, as outlined by counsel, in circumstances where each of the corporate trustees of the relevant trusts are in liquidation, they are, or are likely to have been, disqualified from acting as trustee upon the appointment of the liquidator or liquidators in each case. 11 The plaintiffs as liquidators of Westpage, Wattleup and Fourex currently hold funds of the Partnership totalling $103,815.76 (Partnership funds) in their firm's trust account. 12 They are uncertain as to whether the Partnership has been dissolved by operation of law and seek orders of the court as to the dissolution of the Partnership and associated orders so that they have certainty and authority to deal with the trust assets in respect of the associated family trusts, as receivers and managers of those trust assets. 13 The defendants have been served with the originating summons and the supporting affidavit. Mr Trpcevski's and Mr Prout's consent to act as receivers and managers was filed on 9 July 2026 in the appropriate form. 14 On 20 July 2026, a memorandum of consent orders was filed recording the parties' consent to the orders sought, as set out in the memorandum. Dissolution of Partnership 15 The court has the power to decree dissolution of a partnership on the grounds set out in s 46 of the Partnership Act. Relevantly, pursuant -- 5 of 9 -- [2026] WASC 303 MASTER RUSSELL Page 6 to s 46(g), the Court may decree a dissolution of a partnership, on application by a partner, where circumstances have arisen which, in the opinion of the court, render it just and equitable that the partnership be dissolved. 16 I am satisfied that in the circumstances of this case, as deposed to in Mr Trpcevski's affidavit, that it is just and equitable that the Partnership be dissolved and where each of the partners are under external administration. Another relevant factor is that all of the partners agree that the Partnership should be dissolved. Appointment of receivers and managers 17 Section 25(9) of the Supreme Court Act 1935 (WA) provides that the Court may appoint a receiver where it appears that it is just and convenient that such an order should be made. Order 51 of the Rules of the Supreme Court 1971 (WA) sets out the matters to be considered in relation to the appointment of receivers. I have considered those matters and I am satisfied that it is just and convenient that receivers and managers be appointed over the Partnership in the circumstances. 18 As noted, Mr Trpcevski and Mr Prout are the liquidators of three of the four partners of the Partnership. They have provided their consent to act as receivers and managers and are each registered liquidators experienced in acting in such a capacity. The appointment of receivers and managers is necessary to facilitate the realisation of the assets of the Partnership and to distribute them, as applicable, in accordance with s 57 of the Partnership Act. 19 The other orders sought and agreed, are also appropriate, including that the receivers and managers be remunerated from the assets of the Partnership on the basis proposed in the memorandum of consent orders at the hourly rates annexed to the consent to act filed on 9 July 2026. Orders 20 I will make orders substantially in terms of the memorandum of consent orders filed on 20 July 2026.1 1 A copy of the orders made is attached in Annexure A. -- 6 of 9 -- [2026] WASC 303 MASTER RUSSELL Page 7 I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia. WVD Associate to Master Russell 28 JULY 2026 -- 7 of 9 -- [2026] WASC 303 MASTER RUSSELL Page 8 ANNEXURE A ORDERS OF MASTER RUSSELL MADE ON 28 JULY 2026 UPON THE APPLICATION of the plaintiffs by originating summons filed on 8 July 2026 (Application) AND the parties having recorded their consent in a memorandum of consent orders filed on 20 July 2026 AND UPON HEARING Mr D Butler for the plaintiffs and Mr K Tse for the defendants, IT IS ORDERED THAT: Dissolution of Partnership 1. The Axis Financial Group Partnership (ABN 73 192 340 906) (Partnership) be dissolved pursuant to s 46(g) of the Partnership Act 1895 (WA) (Act), as from the date of this order. Appointment of Receivers and Managers 2. The Court hereby appoints as Joint and Several Receivers and Managers of the Partnership, Mr Jimmy Trpcevski and Mr Gregory Mathew Prout of WA Insolvency Solutions – a division of Jirsch Sutherland of Suite 6.02, Level 6, 109 St Georges Terrace, Perth WA 6000 (Receivers and Managers). Powers of the Receivers and Managers 3. The Receivers and Managers have the powers to: (a) get in, collect and receive all property of the Partnership; (b) conduct any banking associated with the business of the Partnership and have authority to operate the bank accounts operated by or on behalf of the Partnership; (c) open any further bank accounts in the name of the Receivers and Managers to assist in the management by the Receivers and Managers of the assets of the Partnership; (d) apply the funds of the Partnership totalling $103,815.76 which are held in the trust account of WA Insolvency Solutions – a division of Jirsch Sutherland (Partnership Funds), for the purposes of giving effect to these orders, and specifically the distributions contemplated by order 3(f) and the Receivers and Managers’ remuneration pursuant to order 4; (e) and shall, prepare a statement giving an account of the distributions made in accordance with order 3(f), and provide copies of such accounts to each of the former partners that is a party to this proceeding (Former Partners) which shall stand as prima facie accounts of the winding up of the Partnership, subject to the right of any Former Partner (via its liquidator(s)) to apply to the Court within 21 days of receipt of copies -- 8 of 9 -- [2026] WASC 303 MASTER RUSSELL Page 9 of the accounts to object upon notice to the liquidator(s) of the other Former Partners; (f) subject to any further order of the Court, thereafter, distribute the assets of the Partnership in accordance with s 57 of the Act; and (g) subject to any further order of the Court, pay the distributions to any Former Partner under s 57 of the Act to that Former Partner’s liquidator(s), or their assignee or nominee upon any Former Partner giving notice in writing to the Receivers and Managers of the assignment or nomination. Remuneration of Receivers and Managers 4. The Receivers and Managers be remunerated from the assets of the Partnership on a time cost basis at the hourly rates annexed to the Consent to Act as Receivers and Managers filed on 9 July 2026, and such claim for remuneration, any disbursements and GST is to be submitted to the liquidator(s) of the Former Partners and, if demanded by any of the said liquidators in writing within 14 days from the notification of the claim for remuneration, submitted for approval by a Registrar of the Supreme Court, otherwise the Receivers and Managers be authorised to draw the remuneration, disbursements and GST sought. Liberty to Apply 5. The parties and the Receivers and Managers have liberty to apply in relation to orders 2 to 4 of these orders. Costs 6. No order as to costs of the Application. BY THE COURT MASTER S RUSSELL -- 9 of 9 --