First Class Securities Limited v Global Future Holdings Pty Ltd (ex parte Third Party Freezing Order)

This Federal Court decision is about an urgent ex parte application for a third party freezing order under rule 7.35 of the Federal Court Rules 2011 (Cth). The applicant, First Class Securities Limited, was already pursuing substantive claims against Global Future Holdings Pty Ltd and others arising from an investment arrangement. It then sought additional orders against Ms Najmia Safi after subpoenaed bank records suggested that money paid under that arrangement had been transferred from the company account into her account.

The Court made the orders sought, limited to the specified sum and until further order. Importantly, this was not a final determination of the underlying contract or misleading and deceptive conduct claims. It was an interim asset-preservation step based on the evidence available at the ex parte stage.

The Court said the broader background had already been explained in earlier judgments, and it did not repeat all of that history. For present purposes, it summarised the applicant's case in brief. First Class Securities said that, in furtherance of an Investment Agreement, it invested about USD5 million with Global Future Holdings Pty Ltd. It said the agreement required repayment of the principal plus a guaranteed return of USD2.75 million, making a total of USD7.75 million said to be owing from 5 November 2025.

The substantive proceeding included claims for breach of contract and misleading and deceptive conduct. The Court also noted that earlier freezing orders had already been made against the respondents and later continued with variations. So by the time this application was heard, the dispute had already reached the point where the Court had concerns about preserving assets while the main case continued.

The immediate trigger for this further application was the production of bank statements under subpoena. Statements for a NAB account held by Global Future Holdings showed deposits said to have been made for and on behalf of the applicant in furtherance of the Investment Agreement. The Court set out a series of deposits in late September and early October 2025, including amounts from Mr Kazal and JTSIB Group LLC, and noted that there were no other substantial deposits from other sources in the relevant early period.

Those same NAB statements also showed a series of transfers out to "Najmia Azim Safi" between 29 September and 30 December 2025. The Court listed eight transfers: $200,000 and $50,000 on 29 September 2025, $50,000 on 6 October 2025, $250,000 on 8 October 2025, $250,000 on 21 October 2025, $300,000 on 23 October 2025, $105,000 on 8 December 2025 and $80,000 on 30 December 2025. The total was about $1.285 million.

When the matter first came before the judge, the Court was not yet satisfied about certain matters and made orders for subpoenas to financial institutions in respect of accounts held by Ms Safi. ANZ then produced statements for an account in her name covering 19 June 2025 to 10 February 2026. Those statements showed deposits corresponding with the same amounts transferred out of the Global Future Holdings NAB account. They also showed what the Court described as a series of transactions for personal and living expenses, including significant amounts paid to hotels in Dubai and Singapore.

The Court recorded that Ms Safi was Mr Safi's wife. That relationship did not itself determine the outcome, but it formed part of the factual picture. The combination of funds allegedly paid under the Investment Agreement, transfers to a related third party, and apparent personal expenditure was what drove the urgent application for a third party freezing order.

The legal question was whether the Court should make a freezing order against a third party under rule 7.35 of the Federal Court Rules 2011 (Cth). That is a serious step because the target is not the judgment debtor or prospective judgment debtor and is, at least on the face of things, outside the main litigation. The Court therefore emphasised that orders of this kind are drastic and must be appropriate to the case in hand, drawing on the High Court's decision in Cardile v LED Builders Pty Ltd.

Rule 7.35 allows freezing orders in different situations. For this application, the Court focused on whether the applicant had a good arguable case in the substantive proceeding, whether there was a danger that a judgment or prospective judgment would be wholly or partly unsatisfied, and whether a process in the Court was or might ultimately be available under which the third party could be required to disgorge assets or contribute towards satisfying the judgment.

The Court said it was unnecessary to decide the pathway in rule 7.35(5)(a) because it was satisfied that rule 7.35(5)(b) applied. That provision deals with cases where a process in the Court is or may ultimately be available as a result of a judgment or prospective judgment, under which the third party may be obliged to disgorge assets or contribute towards satisfying the judgment. The Court treated this as operating consistently with the principles stated in Cardile.

The judge also stressed that the application was ex parte. That mattered because the Court was making an urgent decision on one side's evidence, without the benefit of a full contest. So the findings at this stage were necessarily provisional and directed to whether interim protection was justified, not whether the applicant had finally proved its case.

Shariff J decided to make the third party freezing orders sought. First, the Court was presently satisfied that the applicant had a good arguable case against the respondents in the substantive proceeding. The judge said that, on the face of the material, the applicant had entered into the Investment Agreement, made the investment, and the amount owing had fallen due and payable but had not been paid. The Court was also satisfied, to the extent relevant, that there was a sufficient prospect that a judgment would be registered in or enforced by the Court.

Second, on the risk question, the Court described the evidence as concerning. It said the material demonstrated that, despite the purpose of the Investment Agreement being that the money paid to Global Future Holdings was to be invested with a guaranteed return, a substantial portion of that money was not invested at all but was instead transferred to Ms Safi for use on personal expenses. At this stage, and expressly on an ex parte basis, the Court was satisfied that the evidence was indicative of fraudulent conduct and gave rise to a risk of dissipation of assets such that a prospective judgment would be wholly unsatisfied.

Third, the Court considered whether there was a relevant process that might later require the third party to disgorge assets or contribute towards satisfying a judgment. It held that there was, and referred in particular to section 37A of the Conveyancing Act 1919 (NSW). The Court said it was enough to identify one such process. It was satisfied that there had been a relevant alienation of property by the voluntary transfer of about $1.2 million from the Global Future Holdings NAB account to Ms Safi's ANZ account.

The Court was also presently satisfied that an intention to defraud creditors could be inferred from the conduct of Global Future Holdings. The reasons given were that funds advanced in furtherance of the Investment Agreement were not used for an investment purpose but were transferred to Ms Safi's account to be used for personal expenses, and this occurred despite repeated demands for repayment and representations by Mr Safi that repayments would imminently be made. The Court added that the evidence cast serious doubt on whether Global Future Holdings was ever in a position, at least from the funds available in the NAB account, to repay the funds in the way previously claimed.

The Court then turned to discretionary matters. It was satisfied that the application had been brought promptly after the applicant's solicitor reviewed the subpoenaed bank statements. It also considered whether there was utility in making a freezing order against Ms Safi even though the ANZ statements suggested she was unlikely still to hold the full amount in that account. The Court held that there was utility, because the purpose of the order was both to preserve the position in respect of possible disgorgement and to preserve the position so that the third party might contribute towards satisfying a judgment or prospective judgment. The state of Ms Safi's other assets and liabilities was unknown.

The Court noted that in applications for freezing orders against third parties, courts ordinarily expect an undertaking to commence proceedings against the third party, especially where section 37A is relied on. Counsel for the applicant indicated that such an undertaking would be given, and the judge said that issue could be raised with the Duty Judge on the return of the matter. The orders were made, limited to the specified sum, until further order.

The first business lesson from this case is about documents and conduct lining up. If your company receives money under an agreement that says the funds will be used for a particular purpose, your banking records, internal approvals and external communications should all be consistent with that purpose. If the records instead show money moving to a spouse, family member or other associate, especially where the business is already under pressure to repay, that mismatch can become powerful evidence in urgent court proceedings.

The second lesson is that related-party transfers are a major risk area. The Court did not say that every transfer to a related person is improper. But where the transfer pattern appears inconsistent with the contractual purpose of the funds, and where the recipient's account shows apparent personal expenditure, the court may infer a real risk that assets are being dissipated. That can justify freezing orders before the underlying claims are finally determined.

The third lesson is about the practical force of subpoenas. Businesses sometimes assume that once money has moved through several accounts, the trail will be too difficult to reconstruct. This case shows the opposite. Bank statements can reveal opening balances, the source and timing of deposits, the sequence of transfers out, and corresponding deposits into another account. That kind of evidence can be enough to support urgent relief even before pleadings are finally tested at trial.

The fourth lesson is to be careful with repayment statements. The Court referred to repeated demands for repayment and representations that repayments would imminently be made. If those statements are inaccurate, unsupported or inconsistent with the actual state of the accounts, they may strengthen the court's concern that creditors are being hindered or delayed. In a live dispute, optimistic assurances can become part of the evidence against you.

Finally, remember the procedural posture. This was an interim ex parte decision. That means the Court was not finally deciding the merits of the whole dispute, and the parties affected can later contest the position. But from a business perspective, that does not reduce the seriousness of the immediate consequences. A freezing order can restrict dealings with assets, increase litigation pressure and force urgent legal and financial responses. Prevention is much easier than trying to explain a poor paper trail after the event.

If your business handles investor funds, client money or any payment earmarked for a specific commercial purpose, the safest approach is disciplined segregation, clear approvals, accurate communications and early legal advice when a dispute emerges.

The judgment was delivered on 27 February 2026 by Shariff J in the Federal Court of Australia. The reasons were delivered ex tempore and later revised from transcript. The hearing dates recorded in the judgment were 24 and 27 February 2026.

The orders were made on an urgent ex parte basis and were expressed to operate until further order. That means the orders were interim in nature. The Court's reasoning was based on the material then before it, and the position may change as the proceeding continues and other parties are heard.

The judgment also notes that the entered order is available on the Commonwealth Courts Portal, including Annexure A containing the freezing orders. The reasons refer back to earlier decisions in the same dispute, including [2026] FCA 1 and [2026] FCA 48, for the broader factual background and the earlier freezing order history.

For readers interested in the misleading and deceptive conduct aspect, this particular decision is mainly procedural. Its main focus is whether the Court should preserve assets against a third party, not the final determination of the substantive statutory claims.

This page is based on the Federal Court's reasons in First Class Securities Limited v Global Future Holdings Pty Ltd (ex parte Third Party Freezing Order) [2026] FCA 201. The judgment expressly states that the general background facts and the nature of the substantive claims are set out in earlier judgments, and these reasons assume familiarity with them.

Because of that, this explainer focuses on what this decision itself clearly establishes: the urgent application, the bank statement evidence, the Court's reasoning under rule 7.35, the reliance on section 37A of the Conveyancing Act 1919 (NSW), and the interim outcome. It should be read as general information, not legal advice.