Thomas Peter Crown v Costa Nicodemou trading as in his capacity as Receiver and Manager of Coronam Holdings Pty Ltd ACN 621 784 950

2025/00450259

TRADE PRACTICES – on 26 March 2025, Mr Costa Nicodemou was appointed receiver and manager of a group of companies controlled by the first appellant (together, the Crown Group) by MC Coronam Pty Ltd (referred to as Merricks) following default by companies in the Crown Group in repaying money lent to them by Merricks under the terms of a land facility agreement dated 3 May 2022 (Facility Agreement) – the borrowers’ obligations under the Facility Agreement were secured by a General Security Deed dated 3 May 2022 (GSD) – under the GSD, members of the Crown Group granted security over the assets they held both in their own right and as trustees of various trusts controlled by the first appellant – the first appellant conceded that from about July 2025 he engaged in misleading and deceptive conduct in making a series of representations to specific individuals that certain companies in the Crown Group had been removed as trustees of the relevant trusts with the consequence that Mr Nicodemou had no legal authority to deal with the assets of those trusts or to receive income generated by them – around this time, the first appellant also maintained that 10,432,816 shares in Ailo Holdings Pty Ltd (Ailo Holdings) held by Resilient Investment Holdings Pty Ltd (RIH) (the shares) had been transferred to the second appellant – the most significant question was whether Mr Nicodemou is entitled to seek relief in respect of the shares – in dispute was whether, first, the shares were held by RIH, and second, whether the shares formed part of the secured property under the GSD – Mr Nicodemou sought several declarations to the effect that the transfer of the shares in Ailo Holdings to the second appellant was void and of no effect and that RIH as trustee for the Resilient Investment Trust is the legal and beneficial owner of the shares – the primary judge found that absent evidence to the contrary, RIH remains the legal and beneficial owner of the shares in Ailo Holdings and those shares continue to form part of the secured property under the GSD – whether the primary judge misconstrued the terms of the GSD and thus whether the shares in Ailo Holdings formed part of the secured property under the GSD.

Costa Nicodemou in his capacity as Receiver & Manager of Coronam Holdings Pty Ltd in its own capacity and as trustee for Coronam Property Trust v Crown [2025] NSWSC 1243