Angelis v CP Pty Ltd (No 2) [2026] FCA 623

Angelis v CP Pty Ltd (No 2) [2026] FCA 623 is a Federal Court case about whether a PPSR registration should be removed because, according to the applicant, no underlying loan and security agreement had ever been reached. The registration had been lodged by CP Pty Ltd after it provided funding that helped stop enforcement action against a family pharmacy business and related property.

The Court dismissed the application. On the reasons presently accessible, the case is significant because it applies orthodox contract formation principles in a distressed refinancing setting. The Court treated the question as an objective one and referred to authority showing that contracts can be inferred from conduct and that later conduct can be relevant to whether a contract was formed and when. For businesses, the case is a practical warning that urgent rescue funding can create enforceable security even where the paper trail is contested or incomplete.

The commercial background was a family business under severe financial pressure. Wal’s Pharmacy was described as a 26-year-old family-run pharmacy business in Warilla with annual turnover of around $5 million. The Angelis family also held a substantial property portfolio through a number of entities. Over time, the family became heavily indebted. The judgment records a notice of default from Australian Pharmaceutical Industries in 2012, defaults under Suncorp and Bankwest facilities by early 2013, a high-interest loan from Proactive Management Specialists Pty Ltd, and a General Security Agreement granted by George Angelis to Suncorp over all his present and after-acquired property, including the pharmacy business.

By 2017 and 2018 the position had deteriorated further. Suncorp issued formal demands, Sigma called in a debt of $1.5 million, George sold some secured properties, and George became bankrupt in July 2018. Suncorp then appointed receivers and managers over the assets of Hervie and George and also appointed the receivers as agents for mortgagee in possession of relevant properties. The receivers began realising assets.

The immediate crisis came in April 2019. Angelo and Hervie went to the Supreme Court of New South Wales to stop Suncorp from selling the pharmacy business and the Warilla property. An injunction was initially granted when $3.8 million was paid into court, but it was not extended because the amount available was still not enough to discharge the Suncorp debt. CP Pty Ltd then provided an additional $3 million. On 12 April 2019, after the total amount had been paid into court, Kunc J ordered that $6,583,359.30 be paid out to Suncorp and restrained Suncorp from dealing with its securities over the pharmacy business and the Warilla property.

The later dispute was about what legal arrangement sat behind that funding. CP said there was a loan agreement with the Angelis family secured by a mortgage over the Warilla property, a GSA over the pharmacy business and a security interest in the Birchgrove property. George Angelis said no loan agreement had ever been reached. In June 2022 CP registered a security interest on the PPSR over George’s personal property recorded in the GSA. George then sought Federal Court orders to remove that registration.

The central issue was whether there was sufficient certainty in the alleged loan and security arrangement to support the continued PPSR registration. By the time of the hearing, the only significant issue pressed was whether an agreement had been reached between George, or any member of the Angelis family, and CP in respect of the security reflected in the GSA.

CP’s case, as summarised in the judgment, was that by 4 April 2019 Mr Konstantinidis, on behalf of CP, and George and Angelo, on behalf of the Angelis family and Hervie, had agreed that CP would lend $3.8 million in exchange for security over the pharmacy business and the Warilla property. CP said the arrangement was then varied on 11 or 12 April 2019 so the loan amount increased by $3 million to a total of $6.8 million, with the money advanced to discharge the Suncorp debt and supported by a mortgage over the Warilla property, a GSA over the pharmacy business and a security interest in the Birchgrove property. CP accepted there was uncertainty about the interest rate and the term of the loan, but argued that this did not prevent the existence of a binding agreement.

George’s position was that no such agreement had been concluded. He argued, in substance, that the only sensible basis for saying there was an agreement to borrow $3.8 million by 4 April 2019 was a different proposal under which Angelo would purchase the business from the receivers, and that this never happened. He also argued that the idea of using the money to pay out Suncorp arose later when another potential lender was not going to provide funds.

The Court set out orthodox principles. Contract formation is assessed objectively. The question is what a reasonable person in the position of the parties would conclude from the text of the documents, the relationship between the parties, and the genesis, purpose and object of the transaction. The Court also referred to authority showing that a contract need not arise only through neat offer and acceptance. It may be inferred from acts and conduct where business people have discussed the commercial essentials, put structural matters in place and then proceed on the basis of manifested mutual assent, even if the documentation is not exhaustively complete.

The judgment also refers to the fourth class in Masters v Cameron. For practical purposes, that reference matters because it captures situations where parties may intend to be bound immediately while expecting fuller or more formal documents to be prepared later. Business owners should not assume that a deal is non-binding simply because everyone expected more paperwork to follow.

A major procedural point in the case was the burden of proof on an application to remove a PPSR registration under s 182 of the PPSA. The judgment says this issue was prominent because much of the evidence was unsatisfactory. The Court referred to Wickham Hill Investment Pty Ltd v Ding, where Parker J discussed the onus in these applications and said that because the statutory requirement for removal is framed negatively, the onus lies on a grantor seeking removal to demonstrate that no security interest exists. The judgment also notes that the evidentiary burden may shift, and that the secured party is often best placed to produce evidence supporting the claimed interest.

That discussion is important, but it should be read carefully. The Court was drawing on earlier authority about how s 182 applications work. It was not announcing a wholly new rule. For businesses, the practical point is that a party seeking removal may need to do more than point to drafting gaps or inconsistencies. It may need to put forward enough material to show that no security interest exists, after which the secured party may need to justify the registration.

The Court also emphasised that post-contractual conduct can be relevant to whether a contract was formed and when it was formed. The judgment distinguishes this from using later conduct to construe the meaning of a written contract. In other words, later behaviour may help answer the prior question of whether the parties had in fact reached a binding arrangement at all. That is especially relevant in distressed transactions where the parties move quickly, money changes hands urgently and the formal documents lag behind events.

The reasons presently accessible also show the Court rejecting key parts of the applicant’s surrounding-circumstances case. George argued that he and Angelo were unsophisticated, that Mr Konstantinidis knew they were indebted to him or his company, and that they did not read or digest the material put before them or receive proper explanations. The Court did not accept that characterisation on the material discussed. The judgment says there was little evidence of a true solicitor-client relationship in relation to the alleged agreement, and instead described Mr Konstantinidis’ conduct as being in the nature of a finance broker and lender. The Court also said the evidence did not support findings that George and Angelo were commercially unsophisticated or that they lacked adequate opportunity to understand the refinancing material.

The Court dismissed the amended originating application and ordered George Angelis to pay CP’s costs, to be taxed if not agreed. That means the application to remove the PPSR registration failed.

On the reasons that are presently accessible, the Court was not persuaded by the applicant’s case that no agreement had been reached. The judgment strongly endorses the objective theory of contract, the possibility of inferring agreement from conduct rather than only from polished final documents, and the relevance of later conduct to whether a contract was formed. It also rejects the applicant’s attempt to portray George and Angelo as commercially unsophisticated or detached from the refinancing process.

Because the available reasons are truncated, this page does not overstate the final reasoning beyond what can be read. However, the orders and the reasoning that is available support the conclusion that the Court did not accept the applicant had shown the absence of a security-supporting agreement sufficient to justify removal of the registration.

This case is especially relevant to businesses that take emergency funding from private lenders, related parties, broker-linked lenders or long-time advisers. In those situations, the pressure is usually intense. A bank may be enforcing security, receivers may be preparing a sale, and the owners may be trying to preserve the business as a going concern. Under that pressure, parties often move money first and tidy documents later. This case shows the legal risk in doing that.

The first practical lesson is that courts may look at the whole commercial picture, not just whether every long-form document was signed in final form. If funds were advanced for a clear purpose, security was discussed, assets were preserved and the parties behaved as though a deal existed, a court may infer a binding arrangement. That can be enough to support a PPSR registration.

The second lesson is about evidence. If you later want to say there was no agreement, you will need more than a messy file. Preserve emails, text messages, term sheets, court orders, payment records, board or director approvals, and any drafts showing what was proposed. If you are the lender, keep a clear record of who requested the funds, what security was offered, and what was said about repayment. If you are the borrower or grantor, record any objections immediately and in writing.

The third lesson is governance. This case involved a lender connected to a long-time solicitor for the family, and the judgment highlights that relationship. When the same network of people acts as adviser, broker, introducer and lender, later disputes become harder and more expensive. Businesses should separate those roles where possible, disclose conflicts, and obtain independent legal advice before granting security over business assets or family property.

The fourth lesson is to understand the PPSR consequences. A registration can affect your ability to refinance and can alter priority outcomes. If a registration is lodged against your business or personal property, deal with it early. Waiting can make later finance harder and can entrench the other side’s practical leverage.

These steps will not remove every dispute, but they make it much easier to prove what was and was not agreed. In distressed transactions, the absence of clean documentation often becomes the centre of the later fight. The best protection is a contemporaneous record that matches what the parties actually did.

The judgment is dated 20 May 2026. The hearing took place from 23 to 27 February 2026, and the last submissions were on 6 March 2026. The orders dismissed the amended originating application filed on 29 May 2025 and awarded costs to CP.

The reasons presently available are incomplete. The accessible text includes the orders, introductory facts, the issues in dispute, and substantial discussion of the legal principles and some factual findings, but it cuts off before the full reasoning can be read. Readers should keep that limitation in mind.