First Class Securities Limited v Global Future Holdings Pty Ltd (Freezing Orders)

This Federal Court decision is about freezing orders, not a final ruling on whether the respondents engaged in misleading or deceptive conduct or breached the investment agreement. The court was dealing with the inter partes return of earlier ex parte freezing and related orders. In simple terms, the first orders were made urgently without hearing from the respondents, and the later hearing was the respondents' chance to oppose continuation of those orders.

The applicant, First Class Securities Limited, said it paid about USD 5 million under an investment agreement linked to an Australian infrastructure project and was not repaid as promised. The court made freezing orders until further order and required security to support the applicant's undertaking as to damages. For business readers, the case is a practical example of how quickly a dispute about investment funds, promised returns and project representations can turn into urgent asset-preservation litigation.

First Class Securities Limited is a Mauritius-based company that described itself as providing brokerage services to fund managers and high net worth individuals worldwide and as undertaking investment opportunities around the world for profit. It sued Global Future Holdings Pty Ltd, Paragon Finance Group Pty Ltd and Mr Alande Mustafa Safi. According to the judgment, Global Future and Paragon promoted themselves as providing private equity to major infrastructure and other high-value projects, including projects in Australia. Mr Safi was the sole director and a beneficial interest holder in both companies and was alleged to have promoted investment opportunities in Australian infrastructure projects through himself and those entities.

The commercial relationship was said to be governed by an Investment Agreement dated 22 September 2025 between First Class and Global Future, signed by Mr Safi as Global Future's representative. The agreement contemplated a USD 10 million investment in three tranches. The first two tranches were USD 2.5 million each, followed by a third tranche of USD 5 million. The term was only 10 business days. The agreement said that on maturity Global Future was required to repay the principal and any interest or return owing.

The promised returns were unusually large. The agreement recorded a 55% return on the first and second tranches totalling USD 5 million, and a 30% return on the third tranche of USD 5 million. The stated purpose of the funds was to invest in the debt facility for the South East Melbourne Airport project land holdings. The judge described the documented terms as extraordinary and noted there was no evidence before the court explaining the commercial context of the alleged airport project that might justify such returns. That observation did not finally decide the merits, but it was part of the factual setting for the freezing-order application.

First Class said it paid about USD 5 million, corresponding to the first two tranches, although the payments were made in many transfers rather than the two transfers contemplated by the agreement. It did not pay the third tranche. First Class claimed the investment matured on 5 November 2025 and that Global Future was then obliged to repay the principal plus the agreed 55% return on the first two tranches. It alleged that only about USD 552,563 had been repaid, leaving USD 7,207,423.05 outstanding.

The dispute then moved quickly into urgent procedure. First Class sought freezing relief under rule 7.32 of the Federal Court Rules 2011 (Cth). Ex parte freezing orders and asset disclosure orders were made on 5 January 2026. The matter later returned before another judge so the respondents could oppose continuation of the orders. On 9 January 2026, the court set a timetable for evidence and submissions and listed the contested hearing for the week of 2 February 2026.

The judgment records that the respondents did not comply with the timetable and, more significantly, did not comply with the order to file an asset disclosure affidavit. The court also recorded very late service of evidence and that some affidavits of Mr Safi were initially not duly affirmed. The judge criticised the respondents' solicitor for failing to respond to communications from chambers and from the applicant's representatives until very late. By the time of the hearing on 3 February 2026, the court had to decide whether the freezing orders should continue on an inter partes basis.

The pleaded substantive case was broader than the freezing application. First Class framed its claim against Global Future as including breach of the Investment Agreement and misleading and deceptive conduct under section 18 of the Australian Consumer Law. As against Paragon and Mr Safi, the extract says the claim was limited to section 18 allegations. But the decision available here is not a final merits ruling. It is a procedural decision about preserving assets while the substantive dispute continues.

That distinction matters. A freezing order does not mean the applicant has already won. It means the court was persuaded that the threshold for interim asset-preservation relief was met. For business owners, that is often the most important practical point. A company can face severe restrictions on dealing with assets well before any final trial if the court sees a sufficiently arguable claim and a real risk to enforcement.

The immediate question was whether the Federal Court should make freezing orders under rule 7.32 of the Federal Court Rules 2011 (Cth) after hearing both sides. Rule 7.32 allows the court to make a freezing order for the purpose of preventing frustration or inhibition of the court's process by meeting a danger that a judgment or prospective judgment will be wholly or partly unsatisfied. The judgment explains that this power is directed to preserving the court's processes, not giving the applicant security just because it fears non-payment.

The court summarised the established principles. A freezing order is a drastic remedy and should not be granted lightly. The applicant must show a good arguable case, a real or substantial risk that the court's processes will be undermined because a future judgment may go unsatisfied, and that the discretion should be exercised in all the circumstances. The court must also consider whether a lesser remedy would be adequate and whether the balance of convenience favours the order. Because freezing orders can cause loss if later shown to have been wrongly granted, the applicant usually gives an undertaking as to damages, and the court may require security to support that undertaking.

The judgment also explains the difference between ex parte and inter partes stages. On an ex parte application, the respondents have not yet had an opportunity to answer the allegations, so any observations are necessarily preliminary and the orders are usually of short duration. On the inter partes return, the applicant still bears the onus. The court expressly rejected any suggestion that freezing orders should simply continue because another judge had already made them urgently on an ex parte basis.

That procedural point is important for businesses. If you obtain urgent orders without notice, you still need to prove the case for continuation when the other side appears. If you are resisting the orders, the return hearing is your chance to put on evidence and explain your asset position. Either way, the inter partes hearing is not a formality.

Cheeseman J made freezing orders until further order under rule 7.32, on the applicant giving the undertaking as to damages in the form set out in Schedule A and providing security for that undertaking. The court also gave leave to apply in relation to the quantum of the security on three business days' notice. The respondents were ordered to pay the applicant's costs of the hearing on 9 January 2026 in the lump sum of $3,500, payable forthwith, with other costs to date being costs in the cause. The proceeding was listed for further case management. The earlier ex parte orders made on 5 January 2026, as amended on 9 January 2026, were discharged upon entry of the new orders. That is the practical mechanism by which temporary ex parte relief is replaced by fresh inter partes orders after a contested hearing.

The court said it was satisfied that it was appropriate to make freezing orders until final determination of the substantive issues in dispute, with liberty to apply to discharge or vary the orders on notice. The judge also noted that if the respondents later exercised that liberty to apply, they would bear the onus on any such future application because they had already participated in the interlocutory hearing.

On good arguable case, the extract is clear enough to support a careful summary. The court said First Class had established a good arguable case for final relief in the sense that the claim was capable of serious argument. The respondents did not contest good arguable case in relation to First Class's claim against Global Future for breach of the Investment Agreement or a money count for money had and received. They did contest the section 18 claims. The judge said the concession on the contract claim against Global Future was well made and noted that it appeared to be common ground that the agreement was executed. The parties were in dispute about the proper construction of the agreement, the steps taken under it, and whether there had been a breach.

The extract then records that counsel for First Class took the court through various documents, including emails and text messages between Mr Safi and officers or employees of First Class, to demonstrate a good arguable case as to breach by Global Future. The extract cuts off during that discussion, so it does not provide the full reasoning on all claims or all respondents. Still, it clearly supports the proposition that the threshold for a good arguable case was met, at least against Global Future.

The respondents' procedural conduct was also a prominent feature of the reasons. The court recorded that the timetabling orders made by Moore J had not been observed. More significantly, the respondents had not complied with the court's order made on 5 January 2026 for the filing of an asset disclosure affidavit. The judge expressly stated that, by failing to comply with that order, the respondents potentially exposed themselves to an application for contempt orders. The court also recorded that evidence was served late and that some affidavits were initially not duly affirmed, requiring steps to revise them during the hearing day itself.

The extract does not include the full concluding analysis on risk and balance of convenience because it is truncated. That means it would be unsafe to overstate the precise reasoning on those elements. But the final orders, together with the judge's express statement that freezing orders were appropriate for the purpose identified in rule 7.32, show that the court was satisfied the requirements for freezing relief had been met on the evidence before it.

Businesses should read this case as a practical warning about the combination of ambitious deal terms, project-based representations and poor litigation compliance. The agreement here apparently promised very high returns over a very short period and tied the investment to a specific project purpose. Even without a final merits finding, those features attracted close judicial attention. If your business is raising money or offering returns linked to a project, the court will expect the documents and surrounding communications to make commercial sense and to be capable of explanation.

The case also shows that business-to-business disputes can involve Australian Consumer Law section 18 claims. Some operators still assume misleading or deceptive conduct rules are mainly about retail consumer advertising. That is too narrow. Commercial counterparties can allege they were induced by statements about a project's nature, the use of funds, expected returns, authority to contract, or repayment arrangements. The extract does not let us say how those allegations will ultimately be resolved, but it does show they were serious enough to be pleaded alongside contract claims in a substantial Federal Court proceeding.

Another major lesson is procedural discipline. Once freezing orders or asset disclosure orders are in play, every deadline matters. The judgment records failures to comply with timetables, late evidence, and non-compliance with an asset disclosure order. The court treated those matters seriously and expressly noted the possibility of contempt consequences for failure to provide the required asset disclosure affidavit. For a business owner or director, that is not background noise. It is a direct reminder that court orders must be followed promptly and exactly, especially in urgent interlocutory proceedings.

Directors should also note the personal and group-entity risk. Here, the substantive claims against Paragon and Mr Safi were said to be limited to section 18 allegations, while the contract claim was against Global Future. Even so, all three respondents were subject to the freezing orders. Where a director is alleged to have promoted the investment opportunity or made the relevant representations, and where related entities are part of the factual narrative, the dispute may not stay confined to the contracting company alone.

This case is a useful reminder that courts look at both documents and conduct. On the documents side, the court focused on the Investment Agreement, the stated project purpose, the promised returns, and a letter said to be incorporated by reference into the agreement. The judge did not need to resolve the full detail of that letter for the freezing application, but its existence shows how side documents can become important in later disputes about construction and obligations. Businesses should assume that every incorporated letter, email chain and message may later be examined closely.

On the conduct side, the court paid attention to what happened after the dispute reached litigation. The applicant relied on evidence about the respondents' defaults in complying with timetabling orders, the unsatisfactory response to correspondence, and concerns about the adequacy of the purported asset disclosure material. The judge also criticised the solicitor's lack of responsiveness to chambers and the other side. In urgent commercial litigation, that sort of conduct can shape the court's confidence in a party's explanations and in the reliability of its disclosure.

There is also a practical lesson in the court's comments about the applicant's burden. The judge said the applicant still bore the onus on the inter partes hearing and rejected the idea that the burden had somehow shifted just because ex parte orders had already been made. That is important for applicants and respondents alike. Applicants must come prepared to prove the need for continuation. Respondents should not assume the court will simply continue the orders, but they must put on proper evidence if they want to resist them.

Finally, the judgment underlines the seriousness of affidavit formalities. Some of the respondents' affidavits were initially not duly affirmed because signatures were missing. That may sound technical, but in urgent applications evidence must be in admissible form. Businesses and their advisers should not leave affidavit preparation to the last minute, especially where the case concerns asset preservation and the court is being asked to act quickly.

The judgment is dated 3 February 2026 and was delivered by Cheeseman J in the Federal Court of Australia. It concerns the inter partes return of ex parte freezing and related orders first made on 5 January 2026 in an earlier decision. The orders made on 3 February 2026 replaced the earlier ex parte orders once entered.

The available reasons are an extract and are truncated. That means this page can confidently explain the commercial setting, the procedural history of the freezing application, the legal framework identified by the court, and the orders made. It cannot safely present a complete account of the court's reasoning on every issue, especially the full analysis of risk, balance of convenience and the section 18 claims. Readers should treat this as a careful explainer of the freezing-order decision rather than a complete merits note for the whole proceeding.