KING -v- GOOLAGAR PTY LTD [2026] WASC 330

[2026] WASC 330 Page 1 JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA IN CIVIL CITATION : KING -v- GOOLAGAR PTY LTD [2026] WASC 330 CORAM : HILL J HEARD : 23 JULY 2026 DELIVERED : 13 AUGUST 2026 FILE NO/S : COR 86 of 2026 BETWEEN : PAULA RICHARDS KING Plaintiff AND GOOLAGAR PTY LTD First Defendant JAMES DAVID LINDSAY RIDE Second Defendant Catchwords: Corporations - Whether plaintiff was appointed as a director of first defendant in November 2025 - Whether second defendant was appointed as a director of the first defendant in March 2025 and/or November 2025 - Requirements for valid appointment as a director - Turns on own facts Legislation: Corporations Act 2001 (Cth) s 137, s 201B, s 201D, s 201L, s 205B, s 1274B -- 1 of 45 -- [2026] WASC 330 Page 2 Result: Declarations made in terms of originating process Category: B Representation: Counsel: Plaintiff : K de Kerloy SC & S M Samaraweera First Defendant : No appearance Second Defendant : H Robinson & T Foley Solicitors: Plaintiff : Bennett First Defendant : No appearance Second Defendant : Haydn Robinson -- 2 of 45 -- [2026] WASC 330 Page 3 Case(s) referred to in decision(s): Australian Securities and Investments Commission v Rich [2009] NSWSC 1229 AVWest Aircraft Pty Ltd as trustee for AVWest Aircraft Trust v Clayton Utz (a firm) [No 2] [2019] WASC 306 Barboutis v The Kart Centre Pty Ltd [No 2] [2020] WASCA 41 Belgravia Nominees Pty Ltd v Lowe Pty Ltd [No 6] [2019] WASC 5 Blacket v Barnett [2017] NSWSC 1032 Commonwealth Bank of Australia v Cheng [No 2] [2021] WASC 291 Effem Foods Pty Ltd v Lake Cumbeline Pty Ltd [1999] HCA 15; (1999) 161 ALR 599 Hedges v NSW Harness Racing Club Ltd (1991) 5 ACSR 291 Hughes v St Barbara Mines Ltd [No 4] [2010] WASC 160 In the matter of Kit Digital Australia Pty Ltd (in liq) [2014] NSWSC 1547 Jones v Dunkel (1959) 101 CLR 298 Knight v Bulic (1994) 13 ACSR 553 Kocic v Deputy Commissioner of Taxation [2011] NSWCA 322 Morley v Australian Securities and Investments Commission (2010) 274 ALR 205 Nominal Defendant v Cordin [2017] NSWCA 6 One Tree Agriculture Pty Ltd v Lye [2025] FCA 126 Page v Conneely, in the matter of Shyzi Pty Ltd [2025] FCA 1646 Re Whitsunday Clean Sands Pty Ltd [2017] NSWSC 1199 Savoy v Insurance and Care NSW [2020] NSWSC 133 Watson v Foxman (1995) 49 NSWLR 315 -- 3 of 45 -- [2026] WASC 330 HILL J Page 4 HILL J: 1 The plaintiff, Paula King, is the widow of the late Phillip King who died on 1 January 2026, following a period of illness which required his hospitalisation for an extended period from early November 2025. Mr King was a director and 50% shareholder of the first defendant, Goolagar Pty Ltd (Goolagar). The other 50% shareholder is Mrs King. 2 Since about 2022, the second defendant, James Ride, has been involved in the management and administration of Mr King's financial and legal affairs. As part of this, on 1 February 2023, Mr King appointed Mr Ride as his alternate director in a number of companies, including Goolagar. Mr Ride resigned as an alternate director of these companies (apart from Goolagar) effective from 27 October 2025. His resignation as an alternate director of Goolagar was effective on 26 November 2025. 3 The primary issue in these proceedings is whether Mrs King or Mr Ride (or neither of them) was validly appointed as a director of Goolagar prior to Mr King's death.1 4 Mrs King says she was appointed in October 2025 by a resolution of Mr King, who was then the sole director of Goolagar. She contends that she and Mr King signed a series of documents dated 27 October 2025 to amend the constitutions of each of the companies in the family group, to appoint her as a director of Goolagar, and acknowledge the resignation of Mr Ride as an alternate director of each of the companies. She says the documents she signed included a written consent to act as a director of Goolagar. After these documents were signed, they were collected by their accountant, Mr Vartesi, for lodgement with the Australian Securities and Investments Commission (ASIC) and for retention by him with the remainder of the company documents. The documents relating to her appointment as a director of Goolagar were never lodged with ASIC and no signed documents (either originals or copies) have been located or were tendered at the hearing. 5 In contrast, Mr Ride says he was appointed as a director of Goolagar in March 2025 and then again with effect from 26 November 1 In their opening submissions, both parties proceeded on the basis that this was a binary option. As I indicated at the commencement of the hearing, I do not accept this and consider a third possibility, that neither were validly appointed, was a possibility. -- 4 of 45 -- [2026] WASC 330 HILL J Page 5 2025. Mr Ride has produced documents bearing Mr King's signature which resolve to appoint him as a director of Goolagar on each of these dates, as well as consents to act as a director which have been signed by him (Mr Ride). Mr Ride says the company records do not include any written consent signed by Mrs King to act as a director nor any record that she was appointed as a director in October 2025. On this basis, he says that he has been validly appointed as a director of Goolagar and Mrs King has not. 6 For the following reasons: (a) I am not satisfied on the balance of probabilities that Mr Ride was appointed as a director of Goolagar in March 2025; (b) I am satisfied on the balance of probabilities that on 5 November 2025, Mr King signed a resolution appointing Mrs King as a director of Goolagar and Mrs King consented to this appointment in writing on that date. On the execution of these documents, Mrs King became a director of Goolagar; and (c) as a consequence of Mrs King's appointment as a director, on 11 December 2025 the resolution to appoint Mr Ride as a director of Goolagar from 26 November 2025, which was signed by Mr Ride on behalf of Mr King, was not effective as Mrs King did not sign the resolution or agree to Mr Ride's appointment. 7 On the basis of these conclusions, I consider it is appropriate to make the declarations sought by Mrs King. I do not consider there has been any unnecessary delay by her in seeking relief or that she has acted inconsistently with this position so as to prevent the relief sought being granted. Factual background 8 The broad factual background to the dispute was not in contest and can be summarised as follows. 9 Goolagar was incorporated as a proprietary limited company on 15 June 1983 under the Companies (Victoria) Code (Companies Code).2 It has two shares on issue. Prior to 22 January 2026, one share was owned by Mrs King (both legally and beneficially) and the other by Mr King (both legally and beneficially). On 22 January 2026, 2 Exhibit A, 'PRK-3'. -- 5 of 45 -- [2026] WASC 330 HILL J Page 6 Mr Ride caused Mr King's share to be transferred to him legally. A Form 484 was lodged with ASIC advising of this change.3 10 Mr King was a director of Goolagar from 30 June 1992 until his death on 1 January 2026. The records maintained by ASIC disclose that Mrs King was a director from 30 June 1992 until 1 February 2022, and that its current sole director is Mr Ride. The date of Mr Ride's appointment is recorded as 26 November 2025. Mr Ride is also recorded in ASIC's records as the company secretary, having been appointed on 1 January 2026 to replace Mr King after his death. 11 Goolagar is one of a number of companies that Mr and Mrs King ultimately control (including through their shareholding in Goolagar). These other companies, together with their shareholders and directors immediately prior to Mr King's death (showing the date of their appointment) are: Company Directors Shareholder(s) Brocklebank Pty Ltd4 Phillip King (appointed 14/1/86) Paula King (appointed 30/6/92) Upmarket Investments Pty Ltd Market Properties Pty Ltd5 Paula King (appointed 30/6/92) Phillip King (appointed 18/7/79) All shares jointly owned by Phillip King and Paula King Medi Holdings Pty Ltd6 Phillip King (appointed 19/10/84) Paula King (appointed 30/6/92) Upmarket Investments (as to 1 share) Phillip King (as to 1 share) Rockgold Holdings Pty Ltd7 Phillip King (appointed 2/5/94) Paula King (appointed 27/10/25) Phillip King Upmarket Investments8 Phillip King (appointed 7/11/80) Paula King (appointed 30/6/92) Goolagar (as to 9999 shares) Phillip King (as to 1 share) 3 Exhibit D, 'PRK-23'. 4 Exhibit A, 'PRK-29'. 5 Exhibit D, 'PRK-7'. 6 Exhibit A, 'PRK-31'. 7 Exhibit D, 'PRK-9'. 8 Exhibit A, 'PRK-30'. -- 6 of 45 -- [2026] WASC 330 HILL J Page 7 Company Directors Shareholder(s) Wannabee Mining Pty Ltd9 Phillip King (appointed 3/8/11) Richard Spring (appointed 22/7/14) Phillip King Wayan Holdings Pty Ltd10 Phillip King (appointed 27/8/84) Paula King (appointed 30/6/92) Upmarket Investments (as to 1 share) Paula King (as to 1 share) Phillip King (as to 1 share) 12 Following Mr King's death, relying on his appointment as a director of Goolagar, between 22 January and 23 February 2026, Mr Ride caused the following changes to be made: (a) Mrs King was removed as a director of each of these companies (apart from Market Properties and Wayan Holdings); (b) Mr Ride was appointed a director of each of these companies; and (c) Mr Ride was appointed company secretary of all companies. 13 In addition, Mr Ride caused the legal ownership of all shares owned by Mr King (apart from the shares in Market Properties and Wayan Holdings) to be transferred into his (Mr Ride's) name. This was done through reliance on a will of Mr King appointing Mr Ride as executor of Mr King's estate.11 The question as to whether probate should be granted in respect of this will is the subject of separate Supreme Court proceedings. At this stage, it is sufficient to note that probate has not been granted in respect of Mr King's estate. 14 The registered office of all companies, including Goolagar, is the address of Lou Vartesi of LNV Accountants, who was the accountant for all companies. In addition to doing the accounting work for the companies, Mr Vartesi also organised for the ASIC records of the companies to be updated as and when required, including to reflect changes that occurred in the directors and shareholders of these companies. 15 On 13 March 2026, Mr Ride caused liquidators to be appointed to Brocklebank, Medi Holdings, and Upmarket Investments. Following 9 Exhibit D, 'PRK-11'. 10 Exhibit D, 'PRK-12'. 11 Exhibit D, 'PRK-35'. -- 7 of 45 -- [2026] WASC 330 HILL J Page 8 the appointment of the liquidators, on 23 March 2026, Mr Ride sent a text message to Mr Vartesi asking to pick up the company records of these companies as he was required to provide them to the liquidators.12 At the same time, Mr Ride also collected the company records of Goolagar (even though this company was not the subject of external administration). 16 Mrs King disputed the validity of Mr Ride's appointment of the liquidators. In separate proceedings (COR 42 of 2026), the liquidators sought, among other orders, a declaration as to the validity of their appointment. At the first return date of the originating process, the validity of the liquidators' appointment was programmed to be heard and dealt with as a preliminary issue. This issue, in essence, turned on whether Mrs King had been appointed as a director of Goolagar in October 2025 and, if so, its impact on the validity of Mr Ride's appointment in November 2025. 17 Mr Ride was a party to the liquidators' proceedings but filed a notice of intention to abide.13 Mr Ride accepted he had been served with a number of documents in those proceedings, including Mrs King's affidavit14 and the submissions filed by both the liquidators15 and Mrs King,16 and that he was aware this was the issue in those proceedings. 18 The preliminary issue was listed for hearing on 25 June 2026. At the hearing, the liquidators conceded that it was 'more likely than not that Ms King was validly appointed as a director of Goolagar prior to Mr Ride's purported appointment by Mr King and therefore, Mr Ride's appointment as director of Goolagar was invalid'.17 On this basis, the liquidators conceded their appointments were irregular. After hearing from the parties, the court dismissed the liquidators' application to validate their appointment. The control of these companies has since returned to the directors.18 12 Exhibit D, page 44. 13 Mr Ride filed submissions shortly prior to the hearing but did not take any active part in the proceedings. No positive findings were made in those proceedings as to the validity of either appointment and no party suggested that any issue estoppel arose from the orders made in those proceedings. 14 Exhibit D. 15 Exhibit F. 16 Exhibit G. 17 Exhibit F [41]. 18 Exhibit M, 'JDLR8', 'JDLR10', 'JDLR12'. -- 8 of 45 -- [2026] WASC 330 HILL J Page 9 19 Goolagar is the registered proprietor of three properties in Victoria, being Lots 1, 2 and 3 of Plan LP218503Y, Certificate of Title Volume 09948 Folios 162, 163 and 164 (Property).19 20 On 23 August 2023, Goolagar entered into a put and call option with Goolagah Pty Ltd as trustee for the Tom and Belinda Peddie Family Trust (Goolagah) (Agreement) pursuant to which Goolagar granted to Goolagah an option to purchase the Property (Call Option) and Goolagah granted Goolagar an option to require it (Goolagah) to purchase the Property (Put Option).20 The Call Option could only be exercised on 1 July 2026 by notice in writing accompanied by the duly executed Contract (as defined in the Agreement). On the exercise of the Call Option, Goolagar was required to sign and return the counterpart Contract to Goolagah. The form of the Contract was annexed to the Agreement and required settlement to occur on 31 July 2026. 21 Goolagah says that it has validly exercised the Call Option. Mrs King disagrees. Given this disagreement (and likely future legal proceedings), there was some significant urgency in hearing and delivering reasons for decision on the matter so that there was certainty as to who (if anyone) was the validly appointed director of Goolagar authorised to take action on its behalf. It was on this basis that the matter was listed for a one day hearing on 23 July 2026. Onus, approach to the evidence and observations on credibility 22 In the originating process, Mrs King seeks declarations that she was the proper director of Goolagar from 27 October 2025 and that Mr Ride is not a director of Goolagar, at least from the date of the application. 23 Depending on the resolution of these issues, Mrs King also seeks ancillary relief for the rectification of the ASIC register to reflect this position, as well as an order under s 1325 of the Corporations Act 2001 (Cth) (Act) requiring Mr Ride to do all things reasonably necessary to ensure compliance with the orders of the court. 24 As is common for matters in the Corporations List of this court, no pleadings or statements of issues, facts and contentions were filed. As a result, some of the issues requiring determination were only raised in the parties' submissions filed shortly prior to the hearing. 19 Exhibit A [17], 'PRK-4'. 20 Exhibit A, 'PRK-18'. -- 9 of 45 -- [2026] WASC 330 HILL J Page 10 25 Notably, in Mr Ride's affidavit and submissions filed shortly prior to the hearing, Mr Ride contended he was appointed as a director of Goolagar on 6 March 2025, as well as from 26 November 2025. No interlocutory process was filed by Mr Ride seeking any declaratory or other relief in relation to these contentions. 26 Mrs King bears the onus of establishing on the balance of probabilities that she was appointed as a director of Goolagar and that Mr Ride was not validly appointed with effect from 26 November 2025. Having raised a positive factual matter in defence of Mrs King's claim, Mr Ride bears the onus of establishing on the balance of probabilities that he was appointed as a director of Goolagar in March 2025. 27 In respect of each party's contention that they were appointed as a director of Goolagar, reliance was placed on oral discussions with Mr King (who has since died). Some of these discussions were documented; others were not. Previous authorities have discussed the approach that should be taken by the court in these circumstances.21 28 In considering the evidence in this case, I have applied the following principles. 29 First, evidence of conversations with a person who has subsequently died should be the subject of careful scrutiny (particularly where, as in this case, the witness has an interest in the proceedings), as the deceased is not available to give their version of events. While there is no strict legal requirement for corroboration, the court will look for some corroboration of the evidence. 30 Second, the court must recognise that human memory of what was said in a conversation is fallible for a variety of reasons. Ordinarily, this will increase over time, particularly where a dispute or litigation intervenes. This is because the processes of memory are overlaid, often subconsciously, by perceptions or self-interest as well as conscious consideration of what should have been said or could have been said. All too often what is actually remembered is little more than an impression from which plausible details are then, again often subconsciously, constructed.22 21 Blacket v Barnett [2017] NSWSC 1032 [243] - [257]. See also Belgravia Nominees Pty Ltd v Lowe Pty Ltd [No 6] [2019] WASC 5 [26]. 22 Watson v Foxman (1995) 49 NSWLR 315, 318 - 319 (McLelland CJ in Eq). -- 10 of 45 -- [2026] WASC 330 HILL J Page 11 31 Third, the credibility of a witness and their veracity may be tested by reference to objective facts which can be proved independently, particularly by reference to documents. Often the only safe course is to place primary emphasis on the objective factual material, the inherent commercial probabilities, and the contemporaneous documents. Documents will often provide more valuable information than the attempted recollection of the facts by witnesses with an interest in the outcome of the litigation. This is particularly the case when the documents are accepted as genuine and were prepared by a person who had no reason at the time to misstate the facts in these documents.23 32 Fourth, contemporaneous statements and documents are likely to be a more accurate reflection of events than later statements. It is important to keep in mind that memories are both fluid and malleable and are constantly rewritten whenever they are retrieved.24 The witnesses 33 At the hearing, the matter proceeded on affidavit evidence, with both Mrs King and Mr Ride attending for cross-examination. The remaining affidavits were admitted in evidence without objection. Paula King 34 Mrs King recently turned 80. She met Mr King when she was 40 and they married in April 1992. At the time they met, each had an adult daughter from a previous relationship or marriage. 35 Mrs King gave her evidence in a forthright manner. It was clear that she genuinely believed she had been appointed as a director of Goolagar and that she was very unhappy about the chain of events that has occurred since her husband's death. 36 Mrs King was not cross-examined on significant portions of her affidavit evidence. Her cross-examination was essentially limited to her recollection of two meetings: one in January 2026, shortly after the death of her husband; and the meeting in October 2025 where the documents relied on by her were said to have been signed. It was clear from the answers she gave that she did not have a clear recollection of either meeting, although to her credit, she did not attempt to claim she did. 23 In the matter of Kit Digital Australia Pty Ltd (in liq) [2014] NSWSC 1547 [7] (Black J); Effem Foods Pty Ltd v Lake Cumbeline Pty Ltd [1999] HCA 15; (1999) 161 ALR 599 [15]; Hughes v St Barbara Mines Ltd [No 4] [2010] WASC 160 [157] (Martin J). 24 Nominal Defendant v Cordin [2017] NSWCA 6 [165], [167] (Davies J, with whom Emmett AJA agreed). -- 11 of 45 -- [2026] WASC 330 HILL J Page 12 37 While I accept Mrs King was an honest witness, given the lack of detail in her recollection of the critical events, in considering the reliability of her evidence and whether it should be accepted, I have taken into account whether her evidence is supported by contemporaneous documents, objective facts that have been proved, and facts that are not in issue. James Ride 38 Mr Ride is a company director and was previously a legal practitioner (although he does not hold a current practising certificate). 39 Mr Ride was cross-examined fairly extensively by senior counsel for Mrs King. Mr Ride answered the questions asked of him directly and fairly succinctly. It was apparent from his evidence that he had studied the documents carefully and knew the chronology in detail. By way of example, Mr Ride gave evidence as to when the relevant meeting between Mr Vartesi and Mr and Mrs King took place even though he was not present at the meeting. As set out below, Mr Ride correctly contended the meeting occurred on 5 November 2025 and not 27 October 2025, the date that appears on the documents. 40 In contrast, on other critical matters, such as the events in March 2025, on which he relied for his contention that he was appointed a director of Goolagar, as well as his knowledge of whether Mrs King had been appointed a director, his evidence was vague and at times confusing. Notably, he could not give a cogent explanation as to why he had not previously asserted he had been appointed a director in March 2025 or how these documents came to be in his possession. In relation to the purported appointment of Mrs King, his only response to questions about whether he had been told Mrs King had been appointed a director was that he had not seen the relevant documents. When pressed to explain these matters, Mr Ride was less confident in his responses and, on occasions, stumbled when giving his answer. 41 Given these matters, I am not satisfied that Mr Ride's evidence reflected his recollection of events as opposed to his reconstruction of the events, or that his evidence was reliable. On this basis, unless Mr Ride's evidence is supported by contemporaneous documents or objective facts that have been proved, I have not accepted it. -- 12 of 45 -- [2026] WASC 330 HILL J Page 13 Jones v Dunkel inference 42 Both parties submitted I should draw a Jones v Dunkel inference from the other's failure to call Mr Vartesi, the accountant for the various companies. Both submitted Mr Vartesi was a witness the other may be expected to call, and that there was no explanation for the failure to do so. 43 Before considering whether and what inference should be drawn from the failure to call Mr Vartesi, it is important to set out the limits of the inference that can be drawn. These were usefully summarised by Vaughan J (as his Honour then was) in AVWest Aircraft Pty Ltd as trustee for AVWest Aircraft Trust v Clayton Utz (a firm) (No 2).25 As his Honour noted, the rule in Jones v Dunkel: (a) does not mean that an adverse inference should be drawn that the evidence that has not been called would be positively damaging to that party's case. As was stated by Menzies J in Jones v Dunkel, the absence of a witness cannot be used to make up any deficiency in the evidence;26 and (b) does not prevent a favourable inference being drawn in favour of a party if other evidence justifies this inference. 44 There are two consequences which may flow from the unexplained failure to call a witness who that party was expected to call. First, it may enable the court to draw an inference that the evidence of the witness would not assist the party's case. Second, the court may draw with greater confidence an inference which is unfavourable to that party.27 However, that inference must be available on the evidence and the relevant witness must be one who may be able to 'cast light on the fact relied on as the ground for the inference'.28 45 The rule in Jones v Dunkel is an application of the maxim that evidence is to be weighed according to the proof which was within the power of one side to produce and in the power of the other to contradict.29 25 AVWest Aircraft Pty Ltd as trustee for AVWest Aircraft Trust v Clayton Utz (a firm) [No 2] [2019] WASC 306 [145]. 26 Jones v Dunkel (1959) 101 CLR 298, 312. 27 Morley v Australian Securities and Investments Commission (2010) 274 ALR 205 [634]. 28 AVWest Aircraft Pty Ltd as trustee for AVWest Aircraft Trust v Clayton Utz (a firm) [No 2] [146]. 29 AVWest Aircraft Pty Ltd as trustee for AVWest Aircraft Trust v Clayton Utz (a firm) [No 2] [147]. -- 13 of 45 -- [2026] WASC 330 HILL J Page 14 46 Mr Ride accepted he had known Mr Vartesi for a long time and regarded him as a colleague. He also confirmed that Mr Vartesi was in Perth at the time of the hearing. Phone records subpoenaed from Mr Vartesi show that he and Mr Ride spoke most days between 3 March and 13 May 2026, often on multiple occasions. Mr Vartesi spoke to Mrs King on significantly fewer occasions. These records also show that on occasions Mr Vartesi forwarded Mrs King's text messages to Mr Ride, as well as some draft responses. There was no similar conduct from Mr Vartesi in relation to Mr Ride's messages being forwarded to Mrs King or discussed with her. 47 Given these matters, I find that Mr Vartesi was a witness that Mr Ride might be expected to call, it was within Mr Ride's power to call Mr Vartesi, who was available to give evidence, and no explanation was given for Mr Ride's failure to call him. The impact of this finding is addressed at the relevant parts of these reasons. 48 Before turning to the contested evidence, it is useful to first summarise the relevant legal requirements for the valid appointment and/or removal of a person as a director. What are the legal requirements for a person to be validly appointed and/or removed as a director of a company? 49 In order to validly appoint a person as a director of a company, it is necessary for the requirements in the company's constitution and any relevant requirements imposed by the Act to be complied with. 50 A director must consent to their appointment as a director.30 This is because the obligations of a director, which are acknowledged to be serious obligations, cannot be imposed on a person without their consent.31 51 The Original Constitution (or, more accurately, the Articles of Association) of Goolagar is dated 6 June 1983. The Table A provisions of the Companies Code (which are the equivalent of the replaceable rules under the Act) were excluded from the Original Constitution. 52 The Original Constitution required Goolagar to have not less than two directors (cl 66). Clause 67 set out how directors could be appointed.32 It provided three mechanisms for the appointment of a 30 Re Whitsunday Clean Sands Pty Ltd [2017] NSWSC 1199 [15]. 31 Hedges v NSW Harness Racing Club Ltd (1991) 5 ACSR 291, 293. 32 Exhibit N. -- 14 of 45 -- [2026] WASC 330 HILL J Page 15 director: first, by resolution of the directors; second by resolution of Goolagar at a general meeting; and third, by notice in writing delivered to Goolagar by any member or members holding a majority of the shares of the company. As no shareholder of Goolagar held a majority of the shares, it was only the first two mechanisms that were available. 53 The Original Constitution did not require a director to provide their written consent to act as a director. 54 Where the number of directors fell below two, the only steps that could be taken by the remaining director was to fill the vacancy or convene a general meeting of Goolagar to cause this to occur (cl 72). 55 A person vacated the office of director if, among other matters, they resigned in writing (cl 74) or were removed by resolution of Goolagar, that is, at a meeting of shareholders (cl 75). 56 Clause 92 of the Original Constitution addressed the appointment and termination of the appointment of alternate directors. A person's appointment as an alternate director was required to be in writing and could be revoked by notice in writing to Goolagar at any time. An alternate director was only entitled to act while the director making the appointment was absent from the place meetings were held or was unable to act. The appointment of an alternate director immediately terminated on notice being given by the director who had appointed them. The Original Constitution did not require alternate directors to receive any notice of directors' meetings. 57 By a resolution signed by Mr and Mrs King and dated 27 October 2025,33 the members of Goolagar resolved to adopt a new Constitution (Amended Constitution).34 58 Clause 26 of the Amended Constitution dealt with the appointment and removal of directors, and provided that: (a) the directors can appoint any person as a director. Where this occurs, the appointment does not have to be ratified by members; (b) members may appoint any person as a director by ordinary resolution; and 33 For the reasons set out below, I accept that this document was signed on 5 November 2025 and for reasons which are unexplained was backdated to 27 October 2025. 34 Exhibit A, 'PRK-7'. -- 15 of 45 -- [2026] WASC 330 HILL J Page 16 (c) a person ceased to be a director if, among other matters, they were removed by ordinary resolution, died, or resigned. 59 The Amended Constitution did not introduce a requirement for a director to provide their written consent to act as a director. However, cl 1.3 provides that despite anything in the Amended Constitution: (a) Goolagar is required to act in accordance with mandatory provisions of the Act; (b) the replaceable rules do not apply to Goolagar; and (c) if there is any inconsistency between the Constitution and the Act, the Act prevails to the extent of any inconsistency. 60 Clause 31 of the Amended Constitution set out the requirements for the appointment of alternate directors. An alternate director can only act while the director making the appointment is not able and willing to act. The alternate director is only entitled to notice of a directors' meeting if the director appointing them is unable or unwilling to act (cl 31.2(a)). 61 The appointment of an alternate director terminates on notice by the director appointing them (cl 31.4(a)), or automatically if the director appointing them ceases to be a director (cl 31.4(b)). 62 Turning to the relevant provisions of the Act, the requirements for the appointment of a person as a director are set out in pt 2D.3 of the Act. Section 201B of the Act imposes only two legal requirements on who can be a director of a company. First, the person must be over 18; and second, if they have been disqualified from managing corporations under pt 2D.6 of the Act, the appointment can only be made with ASIC's permission or leave of the court. The remaining requirements imposed by the Act for the appointment of directors are replaceable rules and do not apply to Goolagar. 63 There is a statutory requirement for a person to consent by signature to his or her appointment as a director.35 This is set out in s 201D of the Act which provides that: (1) A company contravenes this subsection if a person does not give the company a signed consent to act as a director of the company before being appointed. 35 Barboutis v The Kart Centre Pty Ltd [No 2] [2020] WASCA 41 [59]. -- 16 of 45 -- [2026] WASC 330 HILL J Page 17 (2) The company must keep the consent. (3) An offence based on subsection (1) or (2) is an offence of strict liability. 64 As noted by the Court of Appeal in Barboutis v The Kart Centre Pty Ltd [No 2], this section reversed a previous decision that the appointment of a director after the registration of a company did not require consent in writing.36 65 Under s 205B(1) and s 201L of the Act, a company is required to notify ASIC within 28 days of the appointment of a new director. The notice must be in the prescribed form (Form 484) and give the personal details of the director. Any failure by the company to comply with this obligation is an offence of strict liability (s 205B(7)). 66 The fact that a company has failed to comply with its lodgement obligations does not mean the appointment is invalid until the requisite form is lodged. As Cheeseman J noted in Page v Conneely, in the matter of Shyzi Pty Ltd:37 The s 129(2) assumption as to a director or company secretary having been duly appointed is available with respect to anyone who appears, from information provided by the company that is available to the public from ASIC, to be a director or a company secretary of the company: s 129(2)(a). In circumstances where a director's appointment has not been notified to ASIC, the s 129(2) assumption would not be engaged but the appointment would not be invalidated. 67 There is some debate in the authorities as to whether the failure of a company to obtain a written consent from a director prior to his or her appointment invalidates the appointment or simply exposes the company to liability. In Savoy v Insurance and Care NSW, Basten J held that:38 That section implicitly imposes two obligations on a company by providing that it contravenes the provision if the obligations are not complied with. The section does not provide that the appointment will be invalid if the company contravenes the provision. The caselaw generally does not support a finding of invalidity of an appointment resulting from a failure to comply with s 201D. There is no doubt that a person cannot have the status of director imposed on her without her consent. However, it is clear that a person 36 Barboutis v The Kart Centre Pty Ltd [No 2] [60] referring to Knight v Bulic (1994) 13 ACSR 553, 560. 37 Page v Conneely, in the matter of Shyzi Pty Ltd [2025] FCA 1646 [1669]. 38 Savoy v Insurance and Care NSW [2020] NSWSC 133 [49] - [51]. -- 17 of 45 -- [2026] WASC 330 HILL J Page 18 may be a 'director' within the meaning of that term in the Corporations Act, absent a valid appointment: Corporations Act, s 9, director. Reading s 201D in its statutory context, it is not plausible that it contains an unexpressed intention to invalidate an appointment if a company fails to carry out its obligations. The broad definition of 'directors' in s 9 is inconsistent with a procedural limitation on the validity of an appointment. 68 A similar conclusion was reached by the NSW Court of Appeal in Kocic v Deputy Commissioner of Taxation.39 69 In One Tree Agriculture Pty Ltd v Lye,40 Derrington J reviewed the competing authorities before concluding that the preferable view was that in order for a person to be validly appointed as a director, it was necessary that he or she first provide their signed written consent.41 In reaching this conclusion, his Honour noted that if this were the case, 'it was difficult to imagine how s 201D might be contravened'.42 70 Ultimately, given the factual findings I have made, it is unnecessary for me to reach a concluded view as to whether a signed written consent is required for the valid appointment of a person as a director. For the purposes of these proceedings, I have assumed that Derrington J's conclusion is correct. 71 The Act also sets out the evidentiary value to be given to the company register and books maintained by the company under the Act. In the absence of any evidence to the contrary, a register kept under this Chapter is proof of the matters shown in the register under this Chapter (s 176). Similarly, s 1305 of the Act makes any book kept by a company under a requirement of the Act admissible and prima facie evidence of any matter stated or recorded in the book. 72 In Australian Securities and Investments Commission v Rich, Austin J explained the application of s 1305 of the Act as follows:43 Section 1305(1) does not make the company's books conclusive evidence of the matters they contain, in the sense of requiring the tribunal of fact to make a finding in terms of the content of the books in the absence of proof to the contrary by the opposing party. The books are prima facie evidence of the matters stated in them, but the weight of 39 Kocic v Deputy Commissioner of Taxation [2011] NSWCA 322 [34] - [35]. 40 One Tree Agriculture Pty Ltd v Lye [2025] FCA 126. 41 One Tree Agriculture Pty Ltd v Lye [89]. 42 One Tree Agriculture Pty Ltd v Lye [90]. 43 Australian Securities and Investments Commission v Rich [2009] NSWSC 1229 [397] - [398]. -- 18 of 45 -- [2026] WASC 330 HILL J Page 19 that evidence is to be measured in accordance with the common sense of the tribunal of fact. In my view it would be open to the tribunal of fact to find that the prima facie evidence constituted by the company's books is outweighed by other evidence (including evidence adduced by the proponent of the books, even if the opponent does not give evidence about them); or by some quality or characteristic of the books themselves, even if there is no other evidence. In particular, if a book has the appearance of a draft or (being electronic) has a file title indicating that it is a draft, that alone may be sufficient (all other things being equal) for the tribunal of fact to reject the book as evidence of the matter stated in it, notwithstanding that the book is prima facie evidence of that matter; a fortiori if, in addition to having the appearance of a draft, the book contains inconsistencies or ambiguities or the matter otherwise demands explanation. (citations omitted) 73 In this case, neither party sought to tender any register of Goolagar. Given this, no prima facie assumption arises in relation to the appointments that are the subject of contest in these proceedings. However, both parties adduced extracts obtained from the records of ASIC. 74 Section 1274B(2) of the Act provides that: In a proceeding in a court, a writing that purports to have been prepared by ASIC is admissible as prima facie evidence of the matters stated in so much of the writing as sets out what purports to be information obtained by ASIC, by using a data processor, from the national database. In other words, the writing is proof of such a matter in the absence of evidence to the contrary. 75 As the Court of Appeal stated in Barboutis v The Kart Centre Pty Ltd [No 2], this type of provision (which provides for proof in the absence of evidence to the contrary) is of lesser effect than a prima facie evidence provision or a provision that a fact is taken to be established unless the contrary is proved.44 76 The effect of s 1274B(2) of the Act is that the ASIC searches are prima facie evidence that Mr Ride was appointed as a director of Goolagar on 26 November 2025 and not any earlier date, and that Mrs King is not a director of Goolagar. The court is entitled to act on this prima facie evidence as proof in the absence of any evidence to the contrary. 44 Barboutis v The Kart Centre Pty Ltd [No 2] [44]. -- 19 of 45 -- [2026] WASC 330 HILL J Page 20 77 However, in this case, there is evidence to the contrary in respect of both matters, namely that Mr Ride was appointed as a director in March 202545 and that Mrs King was appointed as a director effective from 27 October 2025.46 As such, each of these disputed facts must be proved by the party bearing the onus (Mr Ride in respect of his appointment in March 2025 and Mrs King in respect of her appointment effective 27 October 2025) and the court is required to determine these questions on the balance of probabilities in the ordinary manner.47 Was Mr Ride appointed a director of Goolagar in March 2025? 78 Mr Ride, in his affidavit in opposition to the application, deposed he was appointed a director of Goolagar on 6 March 2025. Specifically, his evidence was:48 On 4 or 5 March 2025 [Mr King] asked me to immediately upgrade my role as alternate director of [Goolagar] as the holding company and Rockgold Holdings Pty Ltd as a litigation funder because that would make it unnecessary for [Mrs King] to become a director of the companies, which she was pressing him to do. I agreed. I asked Luigi Natalino Vartesi [Mr Vartesi], he being the principal of the accounting business LNV Accountants, they being the accountants for [Mr King] and his related companies, to prepare the required documents, but because he was unavailable, I said I would prepare the documents, which I did. Accordingly, I prepared the documents specified in attachment JDLR4, being Form 484, Director's Resolution and my consent to act as director, which I gave to [Mr King] on 6 March 2025. On 6 March 2025 I met [Mr King] at Steve's and showed him these documents which we both then signed, with [Mr King] informing he would give them to [Mr Vartesi] so that he would arrange for registration at ASIC. Afterwards [Mr King] returned the documents to me. I located these documents on 5 July 2026 in the process of going through my records. In these circumstances I believed that from 6 March 2025 I had ceased to be an alternative director and became a director of [Goolagar]. 45 Exhibit M [13] - [19], 'JDLR4'. 46 Exhibits A, B, D. 47 Barboutis v The Kart Centre Pty Ltd [No 2] [47]. 48 Exhibit M [13] - [19]. -- 20 of 45 -- [2026] WASC 330 HILL J Page 21 79 Three documents were annexed to Mr Ride's affidavit: a Form 484 for the appointment of Mr Ride as a director of Goolagar, which contains Mr King's signature; a directors' resolution for the appointment of Mr Ride effective from 6 March 2025, which also contains Mr King's signature; and a consent to act as a director signed by Mr Ride. None of these documents concerned Mr Ride ceasing to be an alternate director of Goolagar. 80 As set out above, I accept that this evidence was evidence that Mr Ride had been appointed as a director in March 2025, which contradicts and nullifies the prima facie evidentiary provision in s 1274B(2) of the Act that Mr Ride was not appointed as a director until 26 November 2025. 81 However, for the following reasons, I am not satisfied on the balance of probabilities that Mr Ride was appointed as a director of Goolagar in March 2025. 82 First, Mr Ride's evidence is not supported by contemporaneous documents. 83 In his affidavit, Mr Ride did not provide any details as to when he requested that Mr Vartesi prepare the relevant ASIC forms and appointment documents. Any request must have been made after his initial conversation with Mr King, which is said to have occurred on 4 or 5 March 2025 and before his meeting with Mr King on 6 March 2025 when the documents were said to have been signed. In cross-examination, Mr Ride initially said he was unable to contact Mr Vartesi to arrange for these documents to be prepared prior to his meeting with Mr King on the morning of 6 March 2025, before saying the request for these documents was made by email. No email to this effect was in evidence before me. Mr Ride also said that he sent Mr Vartesi an email telling him not to worry about preparing these documents. Once again, no email to this effect was in evidence before me. 84 On 6 March 2025 at 8.26 am, Mr Vartesi emailed PantherCorp to request a current company report for all companies associated with Mr King and that Mr Ride 'be changed from acting as an alternate director to director' for Rockgold Holdings.49 Mr Vartesi's email does not indicate who made this request - Mr King or Mr Ride - and does not ask for any documents to be prepared for Goolagar. At 12.18 pm that 49 Exhibit J, page 4. -- 21 of 45 -- [2026] WASC 330 HILL J Page 22 day, PantherCorp sent through the relevant ASIC forms and documents for the proposed appointment of Mr Ride as a director of Rockgold Holdings.50 At 1.15 pm that day, Mr Vartesi forwarded three documents to Mr Ride in relation to Rockgold Holdings: a director's resolution, part of an ASIC form, and a letter of resignation as an alternate director. In the covering email, Mr Vartesi attached a copy of the companies for which Mr Ride was listed as an alternate director and not a director and asked 'Do you want to be listed as a director for all these companies?'.51 There is no evidence of any response having been sent to this email either saying the documents were not required as they had already been prepared by Mr Ride, or asking for similar documents to be prepared in relation to Goolagar or any of the other group companies. 85 On 26 March 2025, PantherCorp sent an email to Mr Vartesi as a follow up on the documents concerning Rockgold Holdings as they were due for lodgement on 2 April 2025. At 2.47 pm on 28 March 2025, Mr Vartesi confirmed the documents in relation to Rockgold Holdings had been signed and could be lodged. At 3.38 pm on 31 March 2025, PantherCorp confirmed with Mr Vartesi that the relevant form had been lodged with ASIC.52 86 These emails are consistent with ASIC's records which disclose that: (a) on 6 March 2025, Mr Ride ceased to be an alternate director of Rockgold Holdings and was appointed a director; and (b) the documents reflecting this appointment were lodged with ASIC on 31 March 2025.53 87 In contrast, the records of Goolagar do not reflect that any documents were lodged in March 2025 appointing Mr Ride as a director, nor were any documents produced by Mr Vartesi in answer to the subpoena issued on 16 July 2026. 88 Second, this evidence is inconsistent with the documents which Mr Ride signed in December 2025 which sought to appoint him as a director of Goolagar effective 26 November 2025 and not 6 March 2025. 50 Exhibit J, page 2. 51 Exhibit K. 52 Exhibit J, page 1; Exhibit L. 53 Exhibit B, 'PRK-42'. -- 22 of 45 -- [2026] WASC 330 HILL J Page 23 89 In cross-examination, Mr Ride accepted that he did not tell Mr King or Mr Vartesi in November 2025 that it was unnecessary for documents to be prepared to appoint him as a director because he had already been appointed in March 2025. His response was that this was the same as Rockgold Holdings. It was not clear what was meant by this as, according to the records maintained by ASIC, Mr Ride was appointed as a director of Rockgold Holdings on 6 March 2025 and removed as a director effective 27 October 2025. This is very different to the records of ASIC in relation to Goolagar. 90 Mr Ride accepted that not only was it a requirement under the Act for ASIC to be notified of the appointment of a person as a director, but that this was an important requirement as it ensured the public registers were correct. Senior counsel for Mrs King submitted, which I accept, that none of the documents that were prepared in November 2025 would have been required if Mr Ride had been appointed as a director in March 2025. 91 On Mr Ride's evidence, Mr Vartesi was aware that Mr Ride was appointed a director of Goolagar in March 2025. If this were the case, there is no explanation as to why Mr Vartesi caused documents to be prepared in November 2025 to have Mr Ride appointed as a director. It is also inconsistent with Mr Vartesi's email to Mrs King on 10 February 2026 stating that as at 7 November 2025, Mr Ride was an alternate director for Mr King as opposed to a director in his own right.54 In accordance with the rule in Jones v Dunkel, I infer that Mr Vartesi's evidence would not have supported Mr Ride's evidence that he was appointed a director of Goolagar in March 2025. 92 Third, Mr Ride's purported appointment as a director from 5 March 2025 was only raised on 14 July 2026, shortly prior to the hearing, when it could and, in my view, should have been raised earlier, both in COR 42 of 2026 and in these proceedings. 93 Mr Ride accepted that from 8 May 2026 he was aware Mrs King challenged the validity of the liquidators' appointment on the basis that she had been appointed as a director of Goolagar on 27 October 2025 and did not consent to his later appointment.55 If Mr Ride had been appointed as a director of Goolagar in March 2025, this would have invalidated any appointment of Mrs King and Mrs King's contention could not have affected the validity of his appointment. 54 Exhibit A, 'PRK-17'. 55 Exhibit E, 'MGL-01'. -- 23 of 45 -- [2026] WASC 330 HILL J Page 24 94 Mr Ride accepted that in COR 42 of 2026 he did not inform the solicitors for the liquidators that he had been appointed a director of Goolagar in March 2025, or instruct his solicitors to raise this in his submissions filed in those proceedings. The only issue he instructed his solicitors to raise was the absence of a signed consent by Mrs King to act as a director of Goolagar.56 95 Mr Ride's only explanation for the failure to raise this matter was that at this time, he did not have these documents and only found them on 5 July 2026, when he went through an old archive box. I infer from this evidence that, despite accepting that being a director was a significant matter and was not something he would likely forget, Mr Ride had no independent recollection that he had been appointed in March 2025 and his evidence has been reconstructed from the documents. 96 Fourth, in these proceedings, Mr Ride has been ordered to produce to the court or disclose all books and records of Goolagar. These documents were not produced by him to the court or their existence disclosed by him. 97 On 26 June 2026, an order was made requiring Mr Ride to produce to the court all original books and records of Goolagar that were then in his possession. On 30 June 2026, Mr Ride produced documents to the court, which did not include the documents now relied upon by him. I accept, however, that this failure is consistent with Mr Ride's evidence that he was unaware of these documents until 5 July 2026. 98 However, on 3 July 2026, the court ordered that by midday on 7 July 2026, Mr Ride file and serve an affidavit setting out whether he had any additional books and records of Goolagar which had not already been produced to the court, and where these documents could be inspected. Mr Ride's affidavit filed in compliance with this order57 did not refer to these documents, which he accepted to be the case. This is even though Mr Ride had, on his evidence, found the documents by this date and knew he was required to produce any additional books and records of Goolagar that had not already been produced. Mr Ride could not explain why these documents were not referred to in his affidavit. His only explanation was that he had provided them to his lawyer, 56 Exhibit H. 57 Affidavit of James David Lindsay Ride filed 7 July 2026. -- 24 of 45 -- [2026] WASC 330 HILL J Page 25 although this does not explain why they are not included in the affidavit. 99 Fifth, Mr Ride's evidence was that after signing the documents, he left them with Mr King who was going to arrange for Mr Vartesi to lodge them. On his evidence, the documents for his appointment as a director of Rockgold Holdings were signed at the same meeting on 6 March 2025. These documents were lodged with ASIC, as the company extract of Rockgold Holdings records his appointment as a director and resignation as an alternate director on 6 March 2025. If the documents in relation to Goolagar had been signed at the same time as the documents in relation to Rockgold Holdings, there is no cogent explanation as to why the Rockgold Holdings documents were lodged but the Goolagar documents were not. I infer from the failure to lodge any documents relating to Goolagar with ASIC that these documents were not provided to Mr Vartesi. 100 Sixth, Mr Ride had no recollection as to when or how these documents came back into his possession, or why he did not locate them until 5 July 2026. All other company documents appear to have been retained by Mr Vartesi until he handed them to Mr Ride, at his request, following the appointment of external administrators to other companies within the family group. No cogent explanation was proffered as to why these documents were not in the company documents or the circumstances in which they came into the possession of Mr Ride. 101 Seventh, on Mr Ride's evidence, Mr Vartesi would have been able to give relevant evidence as to whether he was available to prepare the Goolagar documents on 6 March 2025, whether he received instructions to prepare documents at this time for the appointment of Mr Ride as a director of Goolagar, and whether he received these documents to lodge with ASIC. The failure by Mr Ride to call Mr Vartesi enables an inference to be more readily drawn that none of these matters occurred, and I draw that inference. 102 Given all of these matters, I consider Mr Ride's evidence that he was appointed as a director of Goolagar on 6 March 2025 to be implausible and I am not satisfied on the balance of probabilities that this occurred. -- 25 of 45 -- [2026] WASC 330 HILL J Page 26 Was Mrs King validly appointed a director of Goolagar effective 27 October 2025? Was Mr Ride validly appointed a director of Goolagar effective 26 November 2025? 103 The factual context and answers to these questions overlap to a significant extent. For this reason, I have considered these matters together. In doing so, it is necessary to set out in some detail the evidence and the factual findings I have made which support the conclusions I have ultimately reached. 104 On 17 October 2025, Mr Vartesi met with Mr and Mrs King at their apartment in Crawley (Crawley Apartment) to discuss changes to the constitutions and directors of each of the companies in the family group.58 On the following day, 18 October 2025, Mrs King sent an email to Mr Vartesi which was said to record their discussions at this meeting.59 The email noted that Mr King had requested that all companies be one director companies, Mr Ride's name be removed as an alternate director, and Mrs King be added as a director 'to the account to hold Newsat monies'. Mrs King asked a series of questions about the impact of the proposed changes to make all companies a sole director company and requested a response to these questions before any amendments were made. 105 Mr Vartesi met with Mr and Mrs King again on Monday, 20 October 2025.60 Mrs King sent an email to Mr Vartesi after this meeting, explaining she may have misheard some of the discussions at their meeting the previous week, asking 'if this is correct', and requesting that Mr Vartesi follow Mr King's instructions.61 The email recorded that: All companies will remain with 2 directors / Phillip and Paula with provisions in the articles for companies to operate with one director. Close Remote connections Medi – change to one director / Paula, with provisions for 2 directors. James removed from all companies. 106 Mr Vartesi responded later that day to confirm that Mrs King's understanding of the changes was correct. He stated that the 58 Exhibit A [20]. 59 Exhibit A, 'PRK-5'; Exhibit D, pages 54 - 55. 60 Exhibit A [23]. 61 Exhibit D, page 56. -- 26 of 45 -- [2026] WASC 330 HILL J Page 27 amendments to the constitutions should be completed this week and Mr Ride would be removed as a director after these amendments were registered.62 107 In her first affidavit filed in these proceedings, Mrs King deposed that she met with Mr Vartesi and Mr King on 27 October 2025 at the Crawley Apartment to sign the paperwork. The paperwork included:63 (a) resolutions for Goolagar and the other companies to change their constitutions; and (b) a resolution to 'change the director of Goolagar to remove [Mr Ride] as an alternate director and add myself as a director'. 108 At the end of this meeting, Mr Vartesi took the signed documents with him. 109 This evidence was consistent with her affidavit in COR 42 of 2026 save that in those proceedings, Mrs King referred to resolutions to remove Mr Ride as an alternate director of all companies and add her as a director. 110 In her second affidavit filed in these proceedings, Mrs King expanded on this evidence as follows:64 I recall that on 27 October 2025, [Mr Vartesi] provided me and [Mr King] with a number of documents for the Companies and I signed them all. I … confirm that on 27 October 2025, along with the documents referred to [as outlined at [107] in these reasons], I signed a consent to act as a director of Goolagar … [Mr Vartesi] said he would lodge the documents as soon as possible. [Mr Vartesi] had the documents with him when he left the Crawley Apartment after our meeting. I didn't see the signed Directors Resolution or consent again after that. 111 Mrs King then referred to a document that was produced by Mr Vartesi in answer to a subpoena issued to him (page 139 of Exhibit D) and confirmed that this was a true copy of the consent document she had signed. 62 Exhibit A, 'PFK-6'. 63 Exhibit A [27]. 64 Exhibit B [5] - [7]. -- 27 of 45 -- [2026] WASC 330 HILL J Page 28 112 In cross-examination, Mrs King remembered being given 'many, many, many' documents which she signed, and that she signed every document she was given for her to become a director of every company. After she signed them, Mr Vartesi picked them up and took them away. When asked why she had not specifically referred to signing the consent to act in her earlier affidavit (or the affidavit in COR 42 of 2026), Mrs King could not give an explanation. 113 In re-examination, Mrs King confirmed she was presented with a suite of documents in the Crawley Apartment and that she signed each one of them. She also confirmed that Mr King was signing documents at the same time, although she did not watch what documents he was signing, because she was occupied signing the documents presented to her. 114 While Mrs King in her affidavits contended the meeting occurred on 27 October 2025, for the following reasons, I do not accept this evidence. I find that this meeting occurred on 5 November 2025 and that the documents dated 27 October 2025 were in fact signed on 5 November 2025. 115 First, on 27 October 2025, Mr King sent a text message to Mr Vartesi asking about the progress with 'the company change' and expressing the opinion that the matter was urgent. If the meeting had already occurred on this date, this text message would be unnecessary. 116 Second, on 31 October 2025 (which was a Friday), Mr King suggested a meeting 'next Wednesday morning'. Next Wednesday was 5 November 2025. 117 Third, on 3 November 2025, Mr Vartesi sent to Mr King (who then on-forwarded the email and attachments to Mrs King)65 copies of the proposed new constitutions for Medi Holdings, Upmarket Investments, Brocklebank, Rockgold Holdings, Goolagar, Market Properties, and Wayan Holdings. Each of these constitutions changed the minimum number of directors for each of the companies to one.66 The email then stated: I have the pages for you and [Mrs King] to sign and will bring these on Wednesday. These copies are for your records. 65 Exhibit A, 'PFK-9'. 66 Exhibit D, page 49. -- 28 of 45 -- [2026] WASC 330 HILL J Page 29 118 Fourth, on 6 November 2025, Mr Vartesi spoke to Mr Ride and referred to a meeting with Mr and Mrs King the day before. The detail of this conversation is set out below at [123]. 119 Mr Vartesi issued an invoice (numbered 4518) to Mr King dated 29 October 2025 for $1,540 for Mr Vartesi's professional fees to change/update the constitutions of Brocklebank, Goolagar, Market Properties, Medi Holdings, Rockgold Holdings, Upmarket Investments, and Wayan Holdings and 'attending to changes in the directors, adding Paula Richards King and removal as necessary of James Ride' from these same companies as well as Wannabee Mining Pty Ltd.67 The handwritten notes on the invoice indicate that an amount of $2,320 was paid on 24 November 2025. The difference between the invoice and the amount paid was the ASIC fees (of $780) which were payable. 120 On 10 November 2025, Mr Vartesi emailed Mr King an invoice (numbered 4519) for $1,540. In the covering email, Mr Vartesi explained these fees were for the work in changing the constitutions of each of the companies. Mr Vartesi requested payment of $2,248 to cover the outstanding ASIC fees of $708.68 Given the amounts of both invoices and their subject matters, I accept and find that this invoice is for the same services that were the subject of the invoice dated 29 October 2025. 121 On 1 November 2025, Mr King sent an email to Mr Ride referring to a number of requested changes to his will, as well as Mr King's request as to how funds from the Newsat settlement were to be distributed. The email concluded with the statements that: Also, as I am sure [Mr Vartesi] has told you, I had the company structures altered, after discussions with [Mrs King]. I will give you a call on Monday [3 November] to discuss. I hope it all makes sense. 122 Mr Ride did not recall receiving this email. There was no evidence that Mr King spoke to Mr Ride on 3 November 2025 as foreshadowed in this email. Mr Ride's evidence was that he spoke to Mr King on 7 November 2025 about the proposed changes to the company structures. In early November 2025, Mr King was unwell and was admitted to hospital on 6 November 2025, where he remained for most 67 Exhibit A, 'PRK-10'. 68 Exhibit D, page 51. -- 29 of 45 -- [2026] WASC 330 HILL J Page 30 of the month.69 I accept Mr Ride's evidence that he did not speak to Mr King on 3 November 2025 and that their first relevant conversation occurred on 7 November 2025. 123 On 6 November 2025, Mr Ride received a phone call from Mr Vartesi informing him that he had met Mr and Mrs King the day before, that Mrs King had asked Mr King to remove him (Mr Ride) as an alternate director and to appoint her as a director, and that he had prepared the required documents and would deliver them to him. In response, Mr Ride said he would speak to Mr King.70 124 In cross-examination, Mr Ride's evidence was that on being told by Mr Vartesi that he had forms for him (Mr Ride) to sign to resign as an alternate director, Mr Ride asked whether these forms included Goolagar. On being told it did, Mr Ride expressed the view that this was not appropriate as Mr King wanted him to continue to manage it. Mr Ride then said he would speak with Mr King. When asked whether he knew that Mrs King had already been appointed as a director by the time this conversation occurred, Mr Ride denied knowing this was the case as he had not seen the documents but agreed it was possible. 125 Late in the evening of 6 November 2025, Mr Ride received an email from Mr King forwarding an email he (Mr King) had received that day in relation to the Property. Mr King asked Mr Ride to attend to this and informed him that he (Mr King) was back in hospital.71 126 Mr Ride's evidence is that early on 7 November 2025, he spoke to Mr King. In his affidavit, Mr Ride deposed that he told Mr King that in order for him to continue with the management and administration of Goolagar, it was appropriate for him (Mr Ride) to continue as a director and that it was unnecessary to appoint Mrs King as a director, given she had not been involved in the running of Goolagar. Mr Ride says Mr King agreed with him and asked him to remain as a director of Goolagar, to which he agreed. In cross-examination, Mr Ride explained that Mr King told him he had rearranged the companies at Mrs King's request, because she wanted to take control of the companies. He said Mr King told him that he had not meant to remove him (Mr Ride) as a director and asked him not to sign the forms. 69 Exhibit A [38] - [39]. 70 Exhibit M [22] - [23]. 71 Exhibit M, 'JDLR6'. -- 30 of 45 -- [2026] WASC 330 HILL J Page 31 127 Following this conversation, on 7 November 2025, Mr Ride sent both a text message and an email to Mr Vartesi. Mr Ride's text message was in the following terms:72 Hi Lou. [Mr King] is back in hospital because of the pain in his toe. It's turned gangrenous and will have to be removed. He's asked that I remain a director of Goolagar so that I can manage it so please don't lodge the forms to remove me. Please call me when you can. Thanks 128 Consistent with this text message, Mr Ride emailed Mr Vartesi on the same day stating:73 I spoke to [Mr King] this morning. He has asked me to remain as a director of Goolagar so that I can continue to manage the property and deal with the various government departments. I have already actioned his request and contacted Resources Victoria about the authorisations for the quarry management. Please call to discuss. 129 The records of ASIC show that on 7 November 2025: (a) forms were lodged in respect of Brocklebank, Market Properties, Medi Holdings, Upmarket Investments, Wannabee Mining and Wayan Holdings advising that Mr Ride had ceased to be an alternate director as from 27 October 2025; and (b) a form was lodged in respect of Rockgold Holdings advising that Mr Ride had ceased to be a director as from 27 October 2025. 130 No evidence was adduced to the contrary in relation to any of these matters. On this basis, I accept that these extracts establish each of these facts, subject to the following. 131 Mr Ride acknowledged that on 10 November 2025, he received from Mr Vartesi the 'documents required to implement the changes requested by [Mrs King], excepting in relation to [Goolagar]' which he signed and delivered to Mr King on 11 November 2025, when Mr King 72 Exhibit D, page 43. 73 Exhibit M, 'JDLR6'. -- 31 of 45 -- [2026] WASC 330 HILL J Page 32 was in hospital.74 While these documents were signed by him on 11 November 2025, the documents were backdated to 27 October 2025. 132 Mr Ride's evidence is that he visited Mr King in hospital on 18 November 2025. Mr King told him that he had not received the papers in relation to Goolagar, and asked him (Mr Ride) to follow this up with Mr Vartesi and 'to apply his electronic signature to the resolution so I would not need to see him in hospital'.75 133 On 20 November 2025, PantherCorp emailed Mr Vartesi to ask whether the forms for the change of directors for Goolagar were 'okay for lodgement' as they needed to be lodged by 24 November 2025 to avoid late lodgement fees. In response, Mr Vartesi said that the paperwork needed to be changed to reflect the appointment of Mr Ride as a 'full director' and that Mrs King would not be appointed at this time. 134 On 25 November 2025, Mr Ride sent a text message Mr Vartesi to ask how his meeting with Mr King had gone.76 On 1 December 2025, Mr Ride followed up Mr Vartesi to ask whether Mr Vartesi had spoken to Mr King, which Mr Vartesi confirmed he had. 135 On 26 November 2025, Mrs King sent an email to Mr Vartesi asking a series of questions, including whether she was a director and shareholder of Rockgold Holdings as requested, as well as how long Mr Vartesi had known Mr Ride.77 Mrs King does not appear to have received a response to this email. 136 On 26 November 2025, PantherCorp sent the amended forms for Goolagar through to Mr Vartesi.78 These forms reflected the proposed appointment of Mr Ride as a director and his resignation as an alternate director. Mr Ride's evidence is that he received these documents (which were dated 26 November 2025) on 10 December 2025 and signed them on 11 December 2025. In cross-examination, Mr Ride accepted that he applied Mr King's electronic signature to these documents. 137 There is no evidence as to how Mr Ride obtained these documents from Mr Vartesi. I infer from the absence of any email from Mr Vartesi 74 Exhibit M [26]. 75 Exhibit M [27]. 76 Exhibit D, page 43. 77 Exhibit D, page 57. 78 Exhibit I. -- 32 of 45 -- [2026] WASC 330 HILL J Page 33 to Mr Ride that these documents were provided to Mr Ride by Mr Vartesi in person on or about 10 December 2025. 138 In his affidavit, Mr Ride's evidence was that he told Mr King on 11 December 2025 that he (Mr Ride) would ask Mr Vartesi to get PantherCorp to lodge the Form 484. In cross-examination, Mr Ride could not recall whether he did ask Mr Vartesi to do this. 139 On 16 December 2025, Mr Vartesi confirmed with PantherCorp that the Form 484 for Goolagar had been signed and could be lodged. Later that day PantherCorp confirmed this had occurred.79 I infer from these documents that Mr Ride told Mr Vartesi between 11 December and 16 December 2025 that the documents had been signed and could be lodged with ASIC. 140 On 1 January 2026, Mr King died. 141 On 12 January 2026, Mr Vartesi emailed Mrs King the 2025 Financials and income tax returns for the group companies 'for discussion on Wednesday morning' (14 January 2026).80 In respect of the draft financial statements prepared for Goolagar, the documents (which had been prepared by Mr Vartesi) provided for the directors' declaration to be signed by both Mr and Mrs King.81 142 On 21 January 2026, Mr Ride sent a text message to Mr Vartesi asking him not to lodge any changes at ASIC 'until we have reviewed them'. He expressed the view that he did not need to be a director of all of the companies and that Goolagar and Rockgold Holdings were the urgent ones so he could open bank accounts. 143 On 27 January 2026, Mrs King asked Mr Vartesi to email through to her the 'signed pages showing company directors'.82 Mrs King followed up her request on 29 January 2026 which was said to be urgent. This email noted:83 17 October 2025 – [Mr King] asked you to arrange that each company have only [Mr King] and [Mrs King] as directors, [Mr Ride] was to be removed from them all. You said you would do this without delay. 79 Exhibit I. 80 Exhibit D, page 71. 81 Exhibit B, 'PFK-32'. 82 Exhibit D, page 70. 83 Exhibit D, page 72. -- 33 of 45 -- [2026] WASC 330 HILL J Page 34 I now need the documents you kindly presented to use for signing, which we did, for you to lodge. 144 Mrs King sent a further email on 30 January 2026 (at 9.34 am) saying it was urgent for her to receive the documents by 10.00 am that day. The email refers to '7 signed constitution docs' and 'the 7 signed directors docs with [Mrs King] added to each as director and [Mr Ride] removed'.84 Her email sent ten minutes later referred to the receipt for the payment to Mr Vartesi for the changes made to the Constitution and directors.85 A further email sent by Mrs King at 10.52 am referred to a phone call between Mrs King and Mr Vartesi at 9.45 am and sought a response to the request for documents.86 It appears that this last email crossed with the response sent by Mr Vartesi (set out below). 145 At 10.51 am that morning (30 January 2026), Mr Vartesi emailed Mrs King a series of documents which he described as copies of the 'minutes/resolution for each of the companies and the signed constitution agreement' signed by Mr and Mrs King, together with what was described as 'up-to-date ASIC company information' as at 12 January 2026.87 The email attached signed members' resolutions to amend the Constitutions of each of Brocklebank, Goolagar, Market Properties, Medi Holdings, Rockgold Holdings, Upmarket Investments, and Wayan Holdings. It also included up to date company statements obtained from ASIC of Wannabee Mining, Market Properties, Rockgold Holdings, Upmarket Investments, Medi Holdings, Goolagar, Wayan Holdings, and Brocklebank. The company statement of Goolagar showed that its only officeholder was Mr Ride who was appointed as a director on 26 November 2025, and as a secretary on 1 January 2026.88 146 Mrs King acknowledged receipt of the documents at 11.11 am, noting she had not yet reviewed them.89 147 On 6 February 2026 at 11.27 am, Mrs King again emailed Mr Vartesi. In her email she stated:90 84 Exhibit D, page 73. 85 Exhibit D, page 74. 86 Exhibit D, page 77. 87 Exhibit A, 'PRK-16'. 88 Exhibit A, 'PRK-16', pages 256 - 257. 89 Exhibit D, page 87. 90 Exhibit A, 'PRK-17', page 267. -- 34 of 45 -- [2026] WASC 330 HILL J Page 35 [Mr King] and I signed the docs giving us directorship of each company and removing [Mr Ride] – please give me the exact date & send copies of those signed docs. Please give exact date you lodged those docs and show proof of lodgement date. 148 When she had not received a response, Mrs King followed up with Mr Vartesi at 2.17 pm on 10 February 2026. In this email, Mrs King stated:91 ● [Mr King] and I signed the docs on 27 October 2025 giving us directorship of each company and removing James – ● Please email me a copy of the GOOLAGAR doc [Mr King] and I signed that you lodged ● You left our apt with these signed docs promising to LODGE them with ASIC without delay. ● Please email me proof of the exact LODGEMENT date I was lodged as director of GOOLAGAR and [Mr Ride] was removed and ● the exact document we signed that you lodged .. 149 Later that afternoon, at 5.07 pm on 10 February 2026, Mr Vartesi responded to Mrs King's email. He stated:92 Hi Paula, you and [Mr King] did sign documents on 27/10/2025 to change the constitution of the Company's to allow for only one director rather than the required two directors and forms and minutes to appoint and remove directors to the companies. I forwarded a copy of the Goolagar documents that required [Mr] Ride to resign to him for his signature. I received an email on 7/11/2025 from [Mr Ride] stating that [Mr King] had requested that he remain as a director of the company. At this stage he was an alternate director for [Mr King]. I received confirmation from [Mr King] that he wanted [Mr Ride] to be appointed as a director of the company and on 20/11/2025 the paperwork was prepared and subsequently lodged with ASIC on 16/12/2025. 91 Exhibit A, 'PRK-17', page 266. 92 Exhibit A, 'PRK-17', page 266. -- 35 of 45 -- [2026] WASC 330 HILL J Page 36 150 In reply, at 7.53 pm that night, Mrs King requested a copy of the email from Mr Ride on 7 November 2025.93 There is no record of her having received a copy of this email from Mr Vartesi. 151 Numerous requests have been made by Mrs King, her solicitors,94 and the solicitors for the liquidators95 to Mr Vartesi for the production of the signed copies of both the resolution to appoint Mrs King as a director of Goolagar and her signed consent form. Mr Vartesi did not respond to the liquidators' request,96 nor specifically address the matter in his correspondence with Mrs King or her solicitors.97 152 In answer to the subpoena issued to Mr Vartesi in COR 42 of 2026, a number of documents were produced. These documents included unsigned copies of the following documents in relation to Goolagar: (a) a director's resolution for the appointment of Mrs King and to accept the resignation of Mr Ride as an alternate director.98 The document provided for it to be signed by Mrs King and Mr King (and dated 27 October 2025) and specifically provided that: It was resolved that, having consented to act as director of the company, the following be appointed: PAULA RICHARDS KING, appointment effective from 27/10/2025 (b) a Form 484 (to be signed by Mr King) for changes to be made to the company details of Goolagar to reflect the above resolution;99 (c) a separate consent to act to be signed by Mrs King (which was dated 27 October 2025);100 (d) a letter of resignation as an alternate director of Goolagar, to be signed by Mr Ride;101 93 Exhibit D, page 86. 94 Exhibit D, 'PRK-4'. 95 Exhibit E [9], 'MGL-04'. 96 Exhibit E [10]. 97 Exhibit B, 'PRK-34'. 98 Exhibit D, page 135. 99 Exhibit D, page 136. 100 Exhibit D, page 139. 101 Exhibit D, page 140. -- 36 of 45 -- [2026] WASC 330 HILL J Page 37 (e) an updated register of the directors, secretaries and alternate directors of Goolagar intended to reflect Mr Ride ceasing to be an alternate director on 27 October 2025 and the appointment of Mrs King on 27 October 2025;102 (f) a director's resolution for the appointment of Mr Ride as a director of the company and to accept his resignation as an alternate director.103 The document was to be signed by both Mr Ride and Mr King (and dated 26 November 2025) and specifically provided that: It was resolved that, having consented to act as director of the company, the following be appointed: JAMES DAVID LINDSAY RIDE, appointment effective from 26/11/2025 (g) a Form 484 (to be signed by Mr Ride) for changes to be made to the company details of Goolagar to reflect the resolution at (f);104 (h) a letter of resignation as an alternate director of Goolagar, to be signed by Mr Ride;105 (i) a separate consent to act to be signed by Mr Ride (which was dated 26 November 2025);106 and (j) an updated register of the directors, secretaries and alternate directors of Goolagar intended to reflect the resignation of Mr Ride as an alternate director and his appointment as a director, both effective on 26 November 2025.107 153 For the following reasons, I accept and find that on the balance of probabilities, on 5 November 2025, at a meeting between Mr Vartesi, Mr King and Mrs King, Mr King signed a resolution appointing Mrs King as a director of Goolagar and that Mrs King signed a consent to act as a director. 154 First, I accept Mrs King's evidence that at a meeting between her, Mr Vartesi and Mr King at the Crawley Apartment both she and her 102 Exhibit D, page 141. 103 Exhibit D, page 142. 104 Exhibit D, page 143. 105 Exhibit D, page 146. 106 Exhibit D, page 147. 107 Exhibit D, page 148. -- 37 of 45 -- [2026] WASC 330 HILL J Page 38 husband signed a number of documents including resolutions to amend the constitutions of each of the companies, to appoint her as a director of the companies and to accept the resignation of Mr Ride as an alternate director. Mrs King's evidence is corroborated by a number of contemporaneous documents as set out below. 155 Second, it is clear from the contemporaneous documents immediately prior to the meeting on 5 November 2025 that Mr and Mrs King discussed with Mr Vartesi and agreed that the constitutions of each of the companies would be updated to allow for a single director, Mr Ride would be removed as an alternate director of Mr King, and Mrs King would become a director of all companies within the family group.108 At that stage, Mrs King was a director of all companies apart from Rockgold Holdings and Goolagar.109 The documents prepared by PantherCorp are consistent with these discussions. 156 Third, there are signed resolutions for each of the companies dated 27 October 2025 showing that the constitutions of each of the companies in the family group were amended on 27 October 2025. In addition, documents lodged with ASIC on 7 November 2025 in respect of each of the companies (apart from Goolagar and Rockgold Holdings) show that Mr Ride ceased to be an alternate director on 27 October 2025, and that he ceased to be a director of Rockgold Holdings on 27 October 2025. I infer that at this meeting, documents consistent with all the changes to implement Mr King's instructions as at that date were taken by Mr Vartesi to his meeting with Mr and Mrs King for their signature, including the documents to record the resolution to appoint Mrs King as a director of Goolagar, and for her to consent to the appointment and that these documents were signed. 157 Fourth, the failure by Mr Vartesi to cause the forms in relation to Goolagar to be lodged with ASIC is consistent with the text messages and emails sent by Mr Ride on 7 November 2025 to request that the forms in relation to Goolagar not be lodged. If these documents (including the resolution) had not been signed, there would be no need for this request to be made. 158 Fifth, this conclusion is consistent with the chain of emails between Mrs King and Mr Vartesi. In these emails, Mrs King asserted she had been appointed a director of Goolagar and Mr Vartesi did not deny this. In his subsequent email to Mrs King on 10 February 2026, 108 See [104] - [106] above. 109 See the table at [11] above. -- 38 of 45 -- [2026] WASC 330 HILL J Page 39 Mr Vartesi did not dispute the documents in relation to Goolagar had been signed. Instead, he stated that Mr King had changed his mind. Mr Vartesi's understanding that Mr King had changed his mind was also communicated by him to PantherCorp on 20 November 2025. However, it does not appear that any consideration was given by Mr Vartesi or Mr King as to how Mr King's change of mind could be implemented given the resolution to appoint Mrs King had already been signed. 159 Sixth, draft documents were prepared to reflect the appointment of Mrs King as a director of Goolagar. These documents included a draft resolution, a draft consent to act, and an updated register of directors. The proposed appointment of Mrs King as a director is also reflected in the draft financial statements prepared by Mr Vartesi. The failure to produce signed copies of the resolution and consent to act is consistent with Mr Vartesi's view that the documents had been superseded as a result of Mr King's change of mind. This failure does not invalidate Mrs King's appointment, although it may expose the company to an offence under s 201D of the Act (on which I make no finding). 160 Seventh, this conclusion is also consistent with the invoice issued by Mr Vartesi to Mr King on or about 31 October 2025 which was for his professional fees in making changes not only to the constitutions of the companies but also to add Mrs King as a director and remove Mr Ride as an alternate. 161 As at 5 November 2025, Mr King was the sole director of Goolagar. It is not clear whether at the time he signed the resolution to appoint Mrs King as a director, the Original Constitution or the Amended Constitution was operative. The amendment to Goolagar's constitution took effect, by reason of s 137 of the Act, 'on the date' the special resolution was passed. It is not clear from the evidence whether Mr and Mrs King signed the resolution to amend the constitution of Goolagar before or after Mr King signed the resolution to appoint Mrs King as a director of Goolagar. Ultimately, for the reasons set out below it makes no difference to the outcome of these proceedings. 162 If the Original Constitution governed the affairs of Goolagar, given that Goolagar only had one director at that time, the only valid action that Mr King could take was to appoint another director which he did by signing the resolution. If the Amended Constitution was in effect, Mr King was able to appoint another director at a director's meeting or by signing a resolution. Mr Ride was only entitled to notice -- 39 of 45 -- [2026] WASC 330 HILL J Page 40 of a directors' meeting if Mr King was not able or willing to act. There is no evidence that either of these applied at that time. Pursuant to cl 29.11 of the Amended Constitution, the resolution took effect at the time it was signed by Mr King. Accordingly, irrespective of which of the constitutions was operative at the time, on Mr King signing the resolution and Mrs King consenting to this appointment, Mrs King was appointed as a director of Goolagar with immediate effect. No further steps were required for her appointment to be valid. 163 The resolution signed by Mr King also noted the acceptance of Mr Ride's resignation as an alternate director. As at 5 November 2025, Mr Ride had not signed any notice of resignation. On this basis, in so far as the resolution purported to accept his resignation, it was ineffective and Mr Ride remained an alternate director of Mr King. 164 On this basis, I accept and find that as from 5 November 2025, Goolagar had two directors: Mr King and Mrs King; and one alternate director for Mr King: Mr Ride. There is no evidence that Mrs King resigned as a director, that she was removed by ordinary resolution at a shareholders' meeting or that any of the other grounds set out in cl 26.2 of the Amended Constitution applied. 165 Accordingly, under the Amended Constitution, it was necessary for Mrs King to be given notice of any directors' meeting to consider the appointment of Mr Ride or, alternatively, to sign any resolution to appoint him. Any resolution signed by Mr King alone was not effective to appoint Mr Ride as a director. I find that when Mr Ride signed the documents on behalf of Mr King which purported to appoint him (Mr Ride) as a director without obtaining Mrs King's consent, these documents were not effective to appoint him as a director of Goolagar. 166 The fact that the resolution signed on 11 December 2025 was not effective does not, however, have any impact on the validity of Mr Ride's resignation as an alternate director of Goolagar, which he signed on 11 December 2025. I find that Mr Ride's resignation as an alternate director took effect from that date. In any event, even if this finding is incorrect and his resignation was conditional on his appointment as a director, on the death of Mr King on 1 January 2026, Mr Ride's position as an alternate director immediately ceased. 167 For these reasons, I accept and find that Mr Ride was not appointed a director of Goolagar effective from 26 November 2025 or 11 December 2025. -- 40 of 45 -- [2026] WASC 330 HILL J Page 41 Are there any reasons the court should not make the declarations sought? 168 Mr Ride raised two matters in support of a submission the court should not make the declarations sought. First, it was contended that Mrs King had delayed in taking any action to challenge the validity of Mr Ride's appointment as a director. Second, it was submitted that correspondence sent by her solicitors sought to approbate and reprobate. 169 I do not accept that either of these matters is a sufficient reason for the court to decline to exercise its discretion to make the declarations sought. Has there been a significant delay by Mrs King in commencing proceedings that would weigh against the exercise of the court's discretion? 170 I accept that delay is a relevant discretionary factor in the exercise of the court's discretion to grant declaratory relief. However, in this case, I do not consider that the time taken by Mrs King to raise the issue or commence proceedings was such that would weigh against the court's discretion to grant the relief sought. 171 Mr Ride submitted the relevant period of delay was the period between 26 November 2025 and 24 June 2026. I do not accept that this is the correct period in assessing the impact or relevance of the delay. 172 As set out above, Mr Ride did not execute the documents in relation to his appointment as a director of Goolagar until 11 December 2025 and these documents were not lodged with ASIC until 16 December 2025. On this basis, the earliest Mrs King could have been aware of the appointment was on 16 December 2025. There is no evidence that Mrs King was aware of these documents at that time. 173 In cross-examination, Mrs King could not remember the date when she found out that Mr Ride was recorded as a director of Goolagar but said that she knew this in June 2026. When pressed as to when she found this out, she could not recall the exact date. 174 The earliest record of Mrs King having been sent any documents that showed Mr Ride had been appointed a director of Goolagar is the email she received from Mr Vartesi on 30 January 2026 which enclosed a copy of the company search of Goolagar, together with a large -- 41 of 45 -- [2026] WASC 330 HILL J Page 42 number of other documents.110 The covering email did not draw this to her attention and, in any event, in acknowledging receipt of these documents, Mrs King indicated she had not yet reviewed them. It was only on 10 February 2026 that Mrs King was specifically advised by Mr Vartesi of the position that is reflected in the current records of ASIC.111 175 On this basis, I accept and find that as from 10 February 2026, Mrs King was aware that Mr Ride contended he was the validly appointed director of Goolagar and she was not. 176 After the appointment of the liquidators on 13 March 2026, Mrs King, by her solicitors, challenged their appointment on the basis Mr Ride was not validly appointed as a director and she was a director of Goolagar, and then commenced these proceedings on 24 June 2026. 177 In my view, the delay between 10 February 2026 and the commencement of these proceedings on 24 June 2026 is, in my view, explicable for the following reasons. First, Mrs King's husband of 40 years died on 1 January 2026. Her conduct must be viewed in light of the understandable grief she was experiencing at that time. Second, the question as to whether Mr Ride had been validly appointed as a director of Goolagar was raised by Mrs King with the liquidators and was the subject of the preliminary hearing in COR 42 of 2026. From no later than 8 May 2026 (less than three months after Mrs King became aware of the issues), Mr Ride knew there was a challenge to the validity of his appointment as a director of Goolagar. 178 I do not consider this is a case where Mrs King has sat by and allowed Mr Ride to act as a director of Goolagar (and the other companies) without contending he was not entitled to undertake these transactions. 179 In his submissions filed ahead of the hearing, Mr Ride contended that if Mrs King were successful in this action, it would expose Mr Ride to the risk of claims being made for transactions he has caused to be made by Goolagar, Upmarket Investments, Medi Holdings and Brocklebank. No evidence was adduced by Mr Ride as to what these transactions were nor were sufficient details provided of the transactions which would enable this submission to be assessed. It is 110 Exhibit D, 'PRK-42'. 111 Exhibit D, 'PRK-43'. -- 42 of 45 -- [2026] WASC 330 HILL J Page 43 sufficient to note that no claims of this nature have been made by Mrs King in these proceedings. 180 In the absence of any evidence of material prejudice caused by the delay, I do not accept the delay in commencing these proceedings is a reason to decline the relief sought. Has Mrs King approbated and reprobated in this matter? 181 In his submissions, Mr Ride contended that by reason of an exchange of emails between Mrs King's solicitors and him on 30 June 2026, Mrs King is approbating and reprobating. The email relevantly sought confirmation that Mr Ride, in his capacity as a director of Upmarket Investments, would ensure that an insurance payment was made that day. Mr Ride denied that he had possession of the books and records of Upmarket Investments at that time or that he had access to the company's bank accounts. In response, Mrs King's solicitors noted that her access to all company bank accounts was terminated in around February 2026 and contended that Mr Ride's failure to act was not in accordance with his duties as a director of Upmarket Investments. 182 Mr Ride submitted that this exchange confirmed the validity of his appointment as a director of Upmarket Investments. As his appointment as a director of Upmarket Investments was only possible because he was a director of Goolagar, Mr Ride contended Mrs King's actions were inconsistent with the position advanced in these proceedings. 183 The principles of approbation and reprobation were summarised by Smith J in Commonwealth Bank of Australia v Cheng [No 2].112 Her Honour noted that these principles could be summarised into three principles being:113 (1) The approbating party must have elected, that is made his or her choice clearly and unequivocal, by an approbating act or conduct. This has the practical advantage of enabling a proper comparison to be made with the latter allegedly reprobating act, to see if the latter is truly inconsistent with the former. (2) The party in question must have gained or taken some benefit from the approbation. (3) The reprobating act or conduct must be clearly inconsistent with the earlier approbating act or conduct. 112 Commonwealth Bank of Australia v Cheng [No 2] [2021] WASC 291 [31] - [33]. 113 Commonwealth Bank of Australia v Cheng [No 2] [32]. -- 43 of 45 -- [2026] WASC 330 HILL J Page 44 184 Counsel for Mr Ride did not, in either his oral or written submissions, analyse Mrs King's conduct by reference to these three principles. It was simply asserted that Mrs King's contention that Mr Ride was a director of Upmarket Investments was inconsistent with a contention that he was not a validly appointed director of Goolagar. 185 In addressing this aspect of Mr Ride's submissions, it is sufficient to note the following. 186 First, it is not clear what is said to be the election made by Mrs King. An assertion that Mr Ride had been acting as a director of Upmarket Investments, for example by appointing liquidators and terminating her access to this company's bank accounts, is not inconsistent with her claim in these proceedings that Mr Ride was never validly appointed as a director of Goolagar. 187 Second, Mrs King's conduct in commencing these proceedings to challenge the validity of Mr Ride's appointment as a director of Goolagar occurred prior to the correspondence of 30 June 2026. Mrs King has consistently challenged the contention that Mr Ride was validly appointed a director of Goolagar since at least May 2026 and on 16 June 2026 requested his resignation as a director.114 If any conduct is said to be a reprobating act (on which I make no finding), it is the contention that Mr Ride was in breach of his duties owed to Upmarket Investments. 188 Third, Mr Ride has not identified what benefit Mrs King is said to have achieved from the approbation. 189 For these reasons, I do not consider the principles of approbation and reprobation prevent the orders sought by Mrs King being made. Conclusion and orders 190 For these reasons, I consider it is appropriate to make the declarations sought by Mrs King, as well as the ancillary orders. Before making any orders, I will hear from the parties as to the precise form these declarations should take, particularly in relation to the dates that should be recorded in the company register and ASIC records. 191 My preliminary view is, Mrs King having been the successful party, that Mr Ride should bear the Mrs King's costs of the proceedings. However, before making any costs orders, I will hear from the parties. 114 Exhibit B, 'PRK-39'. -- 44 of 45 -- [2026] WASC 330 HILL J Page 45 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 13 AUGUST 2026 -- 45 of 45 --