Australian Agrivision Pty Ltd v Wolstenholme (Trial)

This page is based on a Federal Court judgment that includes the orders, catchwords and substantial reasons, but the text available is cut off before the end of the judgment. That means the commercial story and the court's main reasoning can be explained, but later parts of the reasons may contain further detail on some arguments, especially around alleged settlement proposals and any final discussion after paragraph 61.

So this is a practical case explainer, not a complete precedent note. If you need to rely on the case for a dispute, lending decision or guarantee enforcement strategy, the full judgment should be checked first.

This was not a shareholder oppression case or an internal company governance fight. It was a guarantee enforcement case arising from a failed property finance transaction. That makes it highly relevant to directors, shareholders and business owners because the people behind the borrower company had personally guaranteed the debt.

The borrower, B&T Investment Group (ACT) Pty Ltd, was part of a structure controlled by Tarah Wolstenholme. Alexander Anderson was brought in as a consultant to help secure finance for a major ACT property acquisition. The project appears to have involved a planned call centre. The purchase price was $32.5 million, and the immediate problem was funding the deposit before the option expired.

Capital Bridging Finance Pty Ltd stepped in as a short-term lender. The loan was entered into on 14 June 2024, the day before the option expiry date. The terms were expensive. The total loan amount was $5,193,250, including a $1.5 million application fee, legal fees and a brokerage fee, with interest at 3% per month accruing daily. Capital also took security over all of the borrower's assets. At the same time, Ms Wolstenholme and Mr Anderson each signed a guarantee and indemnity, and two related companies also guaranteed the obligations.

Capital paid funds including the deposit. But the deal still depended on the borrower finding the balance of the purchase price in time to complete. Over the following weeks, Mr Anderson worked hard to secure that funding. The judgment expressly records that he worked tirelessly. The problem was that effort did not produce satisfactory evidence of finance by the time completion pressure intensified.

By August 2024, the borrower had received a notice to complete, later extended to 3 September 2024. On 20 August 2024, Capital's chief executive, Damien Simonfi, told Mr Anderson that he had growing concerns and had lost confidence in the borrower's ability to deliver settlement unless concrete evidence of sufficient finance was provided. Later that evening, Capital served a notice of default and accelerated the debt. Receivers were appointed shortly afterwards. The lender then sued the guarantors, and the assignee of the debt, Australian Agrivision Pty Ltd, continued the proceeding.

The judgment is useful because it sets out the commercial structure clearly. Ms Wolstenholme was the sole director and shareholder of B&T Holdings (ACT) Pty Ltd, which was in turn the sole shareholder of B&T Investment Group (ACT) Pty Ltd. She was also the sole director of B&T Investment. Brite (DC) Pty Ltd had originally held the call option over the ACT property, and B&T Investment was later nominated to receive the benefit of that option. Mr Anderson was the sole director of Brite and was then appointed as a consultant to B&T Investment for the purpose of, among other things, acquiring finance for the purchase.

That structure matters because it shows a common project-finance pattern. A special purpose company is used as the borrower, but the real commercial risk is pushed back onto individuals and related entities through guarantees and broad security. In this case, Capital did not just lend to the borrower. It also took a general security agreement over all present and future assets, undertakings, rights and property of the borrower, and it obtained guarantees from the individuals and related companies behind the transaction.

For business owners, the practical point is that you need to read the loan agreement, security agreement and guarantee together. The risk is rarely contained in one document. A borrower may think the immediate issue is just getting a deposit funded, but the combined effect of the documents can give the lender a fast path to acceleration, receivership and personal enforcement if the project later looks shaky.

The respondents did not dispute that the agreements existed or that money remained owing. The real fight was about whether they could avoid liability on the guarantees because of the way Capital had exercised its rights and because of what they said had happened during the deal.

The central issue was whether Capital had validly invoked an event of default under the loan agreement. The clause relied on said there would be an event of default if, in the opinion of the lender or its authorised representative, in its absolute discretion, there had been an adverse effect. The definition of adverse effect included something that had or might in the future have an adverse effect on the lender's assessment of the risk of lending to the borrower.

That raised an important legal question. Did the words "absolute discretion" mean the lender could simply say it had lost confidence and call default, or did the court still need to examine whether the opinion was genuinely and reasonably held? The court said the latter. Stewart J held that the clause required the requisite opinion to be actually held, so it had to be honest, and because exercise of the power could significantly affect the other party's interests, the clause was fairly readily construed as also requiring a reasonable state of satisfaction.

The respondents also raised several other defences. They said Ms Wolstenholme had not been kept informed. They alleged that Mr Simonfi had represented that he would fund the project if senior debt could not be obtained. They argued the default notice was ineffective, that due process had not been followed, that Capital acted in bad faith or dishonestly, that Capital breached clauses dealing with refinancing and project meetings, and that reasonable settlement offers had been rejected. The court worked through those arguments one by one on the material before it.

On the available reasons, the court rejected the guarantors' main defences and entered judgment against them jointly and severally for $2,886,842, with costs and liberty to apply within seven days to correct any calculation error. The orders show the court treated the guarantees as enforceable and the debt as recoverable against both respondents.

The key finding was that the lender's opinion-based default power was not unlimited, but it was validly exercised here. Stewart J held that the relevant opinion had to be honestly and reasonably held. The judge then found that Mr Simonfi, acting for Capital, did in fact hold the opinion that the borrower had not provided satisfactory evidence of finance sufficient to complete the purchase and repay the debt, and that this created a substantial risk that the borrower would be unable to comply with its obligations. The judge accepted that evidence and was satisfied the opinion was reasonably and honestly held.

The court also rejected the allegation that Capital had manufactured the default in order to cut B&T Investment out and deal directly with the vendor. The judgment carefully examined the communications around a meeting between Mr Simonfi and the vendor's representative, Mr Sharma. The court found that Mr Anderson knew about the meeting, had participated in setting it up, and had not complained in the way one would expect if he had truly been excluded improperly. Although a company associated with Mr Simonfi later appears to have entered into an arrangement with the vendor, the court did not accept that this showed bad faith or dishonesty in calling default.

The court further rejected the alleged oral representation that Mr Simonfi had promised to fund the project if senior debt could not be obtained. The judge did not accept Mr Anderson's evidence on that point. The alleged representation was not supported by Ms Wolstenholme's evidence, the lawyers said to be present were not called, and contemporaneous communications after default did not raise the complaint one would expect if the promise had really been central to the deal. The court also said transcripts of secretly recorded conversations did not support the contention and were irrelevant, making it unnecessary to decide whether they were unlawfully recorded.

On the contractual breach arguments, the court said several clauses relied on by the respondents were merely authorising provisions. They allowed the lender to explore refinancing or take certain steps, but they did not require the lender to do so. Another clause raised by the respondents was treated as irrelevant because it was not the clause relied on in the default notice. That is a strong reminder that in contract disputes, the exact clause invoked matters.

This case is a good example of how courts test commercial disputes against documents and contemporaneous conduct rather than against broad claims made after the event. Several features of the evidence stood out.

First, the correspondence showed that Capital had been expressing concern about funding before the default notice. The judgment refers to a significant amount of correspondence demonstrating a basis for Mr Simonfi's concern and showing that he had conveyed it to Mr Anderson from time to time. That made it easier for the court to accept that the lender's opinion was genuine and not invented later.

Second, the respondents' allegation that Mr Simonfi had gone behind them and contacted the vendor without consent was undermined by the documentary record. Emails showed that Mr Anderson knew about the proposed meeting with the vendor's representative and had participated in arranging it. The court relied on those documents to reject the suggestion that the meeting itself showed bad faith.

Third, the alleged oral promise about future funding failed because it was not properly supported. The judge noted that Ms Wolstenholme did not back the alleged representation in the way claimed, the lawyers said to be present were not called, and Mr Anderson's later communications did not complain about the supposed promise when one would expect him to do so. In commercial litigation, that kind of silence can be damaging.

Fourth, the court paid close attention to whether a clause imposed an obligation or merely conferred a power. The respondents argued that Capital should have sought refinancing and participated in project processes. But the court said the clauses relied on were authorising provisions, not mandatory obligations on the lender. That distinction often decides contract disputes.

Finally, the extract shows the court taking a disciplined approach to evidence. Hearsay problems affected one alleged settlement proposal, and the secretly recorded conversation transcripts were treated as irrelevant to the representation issue. Businesses should not assume that every piece of material they possess will be admissible or useful.

For business owners, the case is a warning about the gap between commercial optimism and legal exposure. A project can look salvageable right up until the point a lender decides the risk profile has changed too much. If the contract allows default to be triggered by the lender's assessment of risk, and the lender can show that assessment was honestly and reasonably formed, the court may enforce the documents even if the borrower was still trying hard to find a solution.

The case also shows that personal guarantees are often the real pressure point in a distressed transaction. Once the borrower is a thinly capitalised project vehicle, the lender's practical recovery path may be through the guarantors. Directors, shareholders, consultants and related parties should not treat guarantee signing as a routine step. It can turn a company problem into a personal debt problem very quickly.

Another lesson is that verbal assurances are a poor foundation for major borrowing decisions. If a promise about future funding, refinancing support, extension of time or lender cooperation is important enough to influence the deal, it should be written into the contract in clear terms. Otherwise, if the transaction fails, the dispute becomes an evidence contest that usually favours signed documents and contemporaneous emails.

Finally, this case is a reminder to separate clauses that permit conduct from clauses that require conduct. Businesses often assume that because a contract says a lender may do something helpful, the lender must do it. That is not how courts read contracts. If you want a lender to be obliged to consider refinancing, attend meetings or follow a particular process before default, the document needs to say so clearly.

This case note concerns Australian Agrivision Pty Ltd v Wolstenholme (Trial) [2026] FCA 130 in the Federal Court of Australia, decided by Stewart J on 20 February 2026. The available judgment text includes the formal orders and substantial reasons, including the court's treatment of the guarantee claim, the default clause, the alleged misrepresentation, the bad faith argument and several alleged contractual breaches.

However, the text available for this page ends part-way through the discussion of alleged settlement offers. Because of that truncation, later reasoning may add nuance or further conclusions that are not reflected here. The page therefore remains at review status rather than being treated as a final authority note.