Olvera duo cop personal costs without recourse

Denial of indemnity is the unhappiest of Christmas gifts and it’s one Olvera Advisors duo Michael Billingsley and Tony Wright will have to accept this festive season.

“Whether the administrators were simply misguided as to their responsibilities, blindly resolute in sticking to the usual course of administrators’ investigations and accordingly unresponsive to what the new circumstances demanded of them, or knowingly racking up unnecessary fees and expenses, does not matter.” Justice Angus Stewart.

The pair, who declined to comment when contacted yesterday, are the subject of an excoriating judgment delivered this week by Federal Court judge Angus Stewart following orders the judge made on December 5 terminating the administration of Warringah Bowling Club Ltd (WBCL).

Billingsley and Wright were appointed administrator’s by the Bowlo’s board on August 8 following a referral from their old mate from Cor Cordis days Michael Hird, who resigned as a director of the Bowlo on August 7.

The need for the directors to take action stemmed from the issue by the ATO of director penalty notices for unpaid taxes in the sum $100,000.00.

According to Macpherson v Warringah Bowling Club Ltd, in the matter of Warringah Bowling Club Ltd (Administrators Appointed) [2025] FCA 1539 responsibility for the arrears has been laid, somewhat conveniently, at the feet of the club’s late treasurer.

$100,000 however was not too onerous a mountain for the WBCL board to climb given the club has assets valued at many millions and runs a childcare centre on its land that generates rent of $400,000 a year.

Why their advisors didn’t guide them into a Safe Harbour scenario is unknown. A voicemail message iNO left with Hird went unanswered but despite the seeming ease with which the tax debt could be discharged and requests from the board that they convene a meeting to terminate the administration Billingsley and Wright refused, having what they regarded as legitimate concerns about ongoing cash flow and the club’s solvency. Enter the White Knights.

On October 13 FOWB Pty Ltd was registered and Friends of Warringah Bowlo was born, its sole purpose being to lend WBCL funds sufficient to discharge the tax debt, take an assignment of the $2 million the Bowlo owed to Judo Bank and provide the club with ongoing working capital.

The shareholders of FOWB are Bowlo director and ex-Mallesons partner Richard Hart and Sydney liquidator Adam Shepard, who recently wound up his Setter Shepard practice and joined HM Advisory as a consultant.

Club president Leo Macpherson wrote to Billingsley on November 4, advising him of the arrangement with FOWB Pty Ltd and with solvency seemingly assured he expected Billingsley and Wright to convene a meeting at which terms for the paying of all creditors in full would be accepted and a resolution to terminate the administration succeed.

The administrators however resisted. They had their concerns regarding cashflow and solvency post termination. They had concerns too about a tax ruling from 2011 and concerns about non-members and the possibility of a breach of the club’s obligations under liquor licensing legislation.

But in correspondence between their lawyers and the Bowlo’s, what they didn’t seem concerned about was the offer from FOWB, and in the matter of Macpherson v Warringah Bowling Club Ltd, in the matter of Warringah Bowling Club Ltd (No 2) [2025] FCA 1555, Justice Stewart focussed on that period when incuriosity ruled in his follow up judgment in respect of costs.

“Mr Macpherson submits that the administrators acted unreasonably in not promptly convening a meeting of creditors where, they submit, a resolution to end the administration would almost certainly have been adopted and the application to the Court would have been averted,” he said.

“He submits that the only reason an application to Court was necessary was because of the administrators’ unreasonable conduct in the face of repeated requests from the board that they convene the s 439A meeting and propose a resolution to end the administration.

“He submits that for that reason the administrators should pay the costs of the proceeding and that they should be denied any right of indemnity in relation to those costs from the assets of the club.

“The consequence of the funding from FOWB would have been that all creditors would have been immediately paid, the judge reasoned.

“There would be no downside to creditors in bringing the administration to an end. In those circumstances, it would be fanciful to suggest that the creditors might not have voted in favour of ending the administration. I am satisfied that it is at least more likely than not that the creditors would have voted in favour of ending the administration.

“Whether the administrators were simply misguided as to their responsibilities, blindly resolute in sticking to the usual course of administrators’ investigations and accordingly unresponsive to what the new circumstances demanded of them, or knowingly racking up unnecessary fees and expenses, does not matter.” Justice Angus Stewart.

“I conclude that the proceeding before the Court was made necessary only because of the unreasonable conduct of the administrators. In those circumstances, they should be denied their right of indemnity from the assets of the club for their costs of the proceeding and they should personally pay the plaintiff’s costs.”

If that wasn’t painful enough for the Olvera pair, Justice Stewart’s reasons are sure to be read by whichever Federal Court Registrar hears their claim for remuneration in the new year.

What might he or she make of $640,000 claimed for four months work given the circumstances?

We forecast more upsuckery in 2026.

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