Woori International Pty Ltd, in the matter of TJM Holdings Group Pty Ltd (In Liquidation)

This case began as an insolvency matter, but the commercial background was a lease-related payment dispute. Woori International Pty Ltd relied on debts arising from tribunal determinations that had been registered as Local Court judgments. Those debts then became the basis for a statutory demand served on TJM Holdings Group Pty Ltd. When TJM did not comply with the demand, insolvency was presumed and Woori applied to wind the company up.

On 12 February 2025, a registrar of the Federal Court ordered that TJM be wound up in insolvency. The later judgment makes an important point straight away. The company appears to have been solvent, and the judge described that as apparently uncontroversial. But TJM had not come prepared at the hearing to prove solvency. Instead, its main position was that the hearing should be adjourned so it could challenge the underlying tribunal decisions as having been procured by fraud, particularly by deliberately false evidence. The adjournment was refused, and the company was wound up.

That set off a long series of attempts by the sole shareholder and director, Mr Metledge, to reverse the position. The court described those efforts as persistent but haphazard. Over the following months there were different applications, different hearings and different judges involved. Some steps focused on terminating the winding up. Others focused on trying to review or undo the original winding up order. There were also attempts connected with restraining payment of the debt or dealing with sale proceeds.

By October 2025, however, the practical position had changed dramatically. A property had been sold. The debt behind the statutory demand had been paid. The liquidators had incurred substantial costs. The liquidation work was complete apart from an expected application under section 482 of the Corporations Act to terminate the winding up and return control of the company to Mr Metledge. Even so, Mr Metledge wanted more than termination. He wanted the original winding up orders set aside because of the reputational blot of the company, and himself as its director, having once been wound up in insolvency.

The application before Owens J was not the original winding up hearing. It was a later attempt to create a pathway back to review. That matters because the court had to look not only at whether the company may have had a point, but whether the procedural route was still realistically open.

Mr Metledge had earlier tried to seek review of the registrar’s winding up orders in separate proceedings under section 35A of the Federal Court of Australia Act. That failed because he was not himself a party to the winding up proceeding, so he lacked standing to seek review in his own name. The present application was designed to overcome that problem. He sought leave under section 198G(3)(b) of the Corporations Act to cause the company to seek review of the registrar’s decision.

That was only the first hurdle. The second hurdle was time. Rule 3.11(2) required any application for review of the registrar’s decision to be filed within 21 days. Because the winding up order was made on 12 February 2025, the review application should have been filed by 5 March 2025. By the time Owens J heard the matter on 16 October 2025, an extension of more than seven months was needed.

The judgment carefully traces the history of what happened in between. On 24 February 2025, within the review period, Mr Metledge filed an application under section 482 to terminate the winding up. That application came before Markovic J on 27 February 2025 and was adjourned because the parties hoped to reach a consent position. On 10 April 2025, the matter returned before Markovic J and the court was told that an unsuccessful attempt had been made to file an application for review and an extension of time. On 1 May 2025, the court was told Mr Metledge had changed lawyers and wanted advice on whether there was a basis for a section 35A review application, while also keeping the section 482 application on foot.

On 16 May 2025, before Lee J as Duty Judge, Mr Metledge sought relief connected with restraining payment of the debt and also raised his wish to seek review of the registrar’s decision. Lee J indicated that if he wanted to bring an application for an extension of time or other relief, he could file it in the proceedings and have it listed before Markovic J. On 12 June 2025, Markovic J was told that the section 482 application had been filed against express instructions to the previous solicitor. No application to set aside the registrar’s orders had been filed despite earlier indications that it should be. Markovic J then dismissed the section 482 application.

On 27 June 2025, there was a further appearance before Younan J involving an attempt to restrain settlement of the sale of one of the company’s properties or distribution of the proceeds. The judgment records discussion that Mrs Metledge had tried four times to file an application for review of the registrar’s orders. Then on 9 September 2025, Mr Metledge came before Halley J, but that application also failed because he was not a party and lacked standing to seek review in his own name.

This history mattered because the court concluded that the possibility of seeking review had been repeatedly raised for months, legal advice had been obtained at various times, and judges had repeatedly indicated that if such an application was to be made it should be filed. In that context, the court was not persuaded that there was a satisfactory explanation for why a proper application had not been brought much earlier.

The court considered two main routes.

First, should leave be granted under section 198G(3)(b) so that Mr Metledge could cause the company to seek review of the registrar’s winding up order? The judgment says the relevant considerations included the strength of the case to be argued on review, protection of the company’s assets and the importance of review rights. In this case, the real issue was the strength of the proposed review case once all necessary steps were taken into account, especially the need for a very long extension of time.

Second, if leave for review was not granted, could the winding up orders instead be set aside under rule 39.05 of the Federal Court Rules? Mr Metledge relied on two grounds. One was that the orders had been obtained by fraud. The other was that the orders were interlocutory and could therefore be revisited. Those arguments required the court to consider the finality of winding up orders, the narrow operation of rule 39.05 after entry of orders, and the strict approach taken to allegations of fraud.

The court also had to confront a practical question running through the whole application. Even if the company had been solvent and even if the original winding up should not have happened, what useful result could still be achieved after eight months, after asset sales, after payment of the debt and when the liquidation was already about to be terminated?

Owens J dismissed the interlocutory process with costs. Leave under section 198G(3) was refused. The judge accepted that some factors pointed towards allowing a review application to be brought. Review rights are important, and where a company appears to be solvent that can support allowing a challenge to proceed. But those points did not decide the case. The court said the real issue was the strength of the proposed review case, and that included whether the company had a reasonably arguable case for the extension of time it needed.

The court held that the case for an extension of time was very weak. More than seven months had passed beyond the review deadline. During that period, the winding up had all but concluded. The liquidators had completed the necessary work and were close to applying to terminate the winding up and restore control of the company. In those circumstances, the court found there was no practical difference in outcome capable of being achieved by setting aside the winding up orders rather than terminating the winding up.

The judgment explains that setting aside the orders would not undo or vary transactions already carried out by the liquidators, including sales to third parties. It would not cancel the debt that underlay the statutory demand because the tribunal decisions and Local Court judgments had never been set aside. It would not reverse payment of the plaintiff’s debt or entitle the company to claw that payment back. More generally, whatever rights the company or Mr Metledge might have against the liquidators in relation to the conduct of the winding up would not differ depending on whether the winding up was set aside or terminated.

The court therefore concluded there was no substantial injustice that would be avoided by setting aside the winding up rather than terminating it. Put another way, there was no real prejudice to the company if an extension of time were refused, and there was little practical utility in incurring the cost and delay of a review hearing. The court also emphasised the absence of a satisfactory explanation for the delay. The possibility of review had been raised repeatedly since at least April 2025, and the court was not persuaded that a proper application could not have been formulated and filed much earlier.

On the alternative rule 39.05 arguments, the court rejected both. A winding up order was treated as final, not interlocutory. Even if it had been interlocutory, the court said the circumstances were not exceptional. The material relied on, especially the company’s solvency, was always available and could have been put before the registrar at the original hearing. This was not a case of genuinely new material that could not reasonably have been obtained earlier. As for fraud, the court said fraud must be clearly pleaded and proved. Here there was no pleading or other formal articulation of the alleged fraud with the necessary detail and precision, and the court was not even provided with the tribunal decisions needed to assess the argument confidently. That was enough for the fraud ground to fail.

One of the most useful parts of this judgment for business owners is the court’s clear distinction between setting aside a winding up order and terminating a winding up after it has progressed. In some cases, where a company should never have been wound up and it moves promptly, setting aside the original order may be the more appropriate course. But this case shows that the position can look very different once time has passed and the liquidation is nearly complete.

Mr Metledge wanted the original orders set aside because of the reputational stain of the company having once been wound up. The court did not dismiss that concern as trivial. But it held that reputational impact had to be assessed in light of all the circumstances, including the substantial delay, the lack of practical advantage and the company’s failure to take appropriate steps earlier. The court also noted that the company would still be able to explain to interested parties why it had been wound up and that it was solvent at the time.

Legally and practically, the court said there was no meaningful difference left between the two outcomes in this case. Termination would return management and control of the company. Setting aside the original order would not rewrite what had already happened in the liquidation. It would not unwind completed sales, erase the debt, reverse payment of the debt or change rights relating to the conduct of the liquidation. That analysis was central to the refusal of an extension of time.

For businesses, this is a practical warning. If your real objective is to stop a winding up from happening, or to remove the consequences of it, speed matters. Once the liquidation has moved on, the court may see a late application as offering little more than symbolic value, especially if the only remaining concern is reputation.

The judgment also shows how courts look at the way a case has been run. Owens J was critical not simply because the company lost at first instance, but because the later attempts to reverse the outcome were fragmented and delayed. The court referred to repeated discussions about review, multiple appearances before different judges, unsuccessful filing attempts and changing positions between termination and review. That history undermined the request for more time.

The case also highlights the difference between asserting fraud and properly advancing a fraud case. The court said fraud must be clearly pleaded and proved. It was not enough to say that false evidence had been given. The allegation needed to be articulated with precision and supported by the right material. The court noted that it had not even been provided with the tribunal decisions needed to identify the conclusions reached, the reasons for them and the relevance of the alleged fraudulent conduct. That is a practical lesson for any business considering serious allegations in later insolvency proceedings.

The underlying lease dispute appears to have involved alleged key money in connection with a Strathfield restaurant site. The extract records part of Woori’s case, including evidence from its director, Mr Yi, about payments allegedly made to secure the lease and obtain access to the premises. But the detailed discussion is cut off, and the court ultimately did not accept that the fraud argument had been properly presented on the material before it. That means the insolvency and procedural lessons are much clearer than the underlying lease merits.

For business owners, the main message is that debt disputes and insolvency disputes are related but not identical. A company may believe the underlying debt is wrong, unfair or even tainted by false evidence. But if that debt has become the basis for a statutory demand, the company must still deal with the insolvency consequences directly and on time. Waiting to sort out the underlying dispute elsewhere may not stop a winding up order being made.

This is especially important in lease and property disputes. Tribunal determinations and registered judgments can move a dispute from a tenancy or payment disagreement into debt enforcement and then into insolvency. If your company is solvent, that may be a powerful answer, but only if it is properly proved at the hearing. If you need to challenge the debt, that challenge must be pursued through the right process and without assuming it will automatically suspend insolvency action.

The case also shows that once a liquidation has progressed, the court will ask a practical question: what difference will the requested order now make? If the answer is very little, the court may refuse to spend more time and cost on the matter. That is true even where the company appears to have been solvent and even where reputational concerns are genuine.

This page is based on the Federal Court decision Woori International Pty Ltd, in the matter of TJM Holdings Group Pty Ltd (In Liquidation) [2025] FCA 1276, delivered on 21 October 2025. The judgment clearly supports the procedural history of the review attempts, the timing analysis, the distinction between setting aside and terminating the winding up, and the dismissal of the fraud and interlocutory arguments.

The detailed factual account of the underlying lease dispute is limited because the extract cuts off during that discussion. For that reason, this page focuses on the parts of the judgment that are clear and complete, especially the insolvency procedure and the court’s reasoning on delay, utility and finality.