NSW Court refuses stay of Manly Warringah Cabs liquidation

The New South Wales Court of Appeal has refused an attempt by a group of members of Manly Warringah Cabs (Trading) Co-operative Society Ltd to halt the sale of the co-operative’s principal asset while they pursue an appeal against its winding up, finding their proposed appeal was relatively weak and that further delay would prejudice creditors.

Acting Justice of Appeal Griffiths dismissed the members’ stay application on 19 August 2026, leaving liquidators Trevor Pogroske and Anthony Warner of CRS Insolvency Services free to proceed with the sale of the co-operative’s Cromer property, which was valued in its audited financial statements at approximately $3.8 million. The property is the co-operative’s only significant asset. The liquidators had already completed an expressions-of-interest campaign and secured a prospective purchaser at a price above an independent valuation.

The dispute follows Justice Williams’ 10 July decision (which we summarised here) ordering the co-operative to be wound up as insolvent and appointing Pogroske and Warner, who had previously served as administrators, as liquidators. The co-operative had been in administration since December 2025 following prolonged disputes among members, poor management and what the Court described as financial disarray. Financial statements showed it was trading at a loss and had current liabilities exceeding current assets by more than $1 million.

The opposing members have sought leave to appeal the winding-up order, arguing among other things that Justice Williams erred in finding the co-operative insolvent because the Cromer property provided substantial unencumbered equity that could be realised through a sale or borrowing. They also challenge the exercise of the winding-up discretion, the refusal of declaratory relief concerning provisions of the Co-operatives National Law (NSW) and the appointment of the administrators as liquidators.

Griffiths AJA found the proposed challenge to the insolvency finding was weak. The primary judge had expressly considered the co-operative’s ability to obtain financing against its assets and found there was no realistic prospect of borrowing against the property without a sale pathway. The Court of Appeal also noted that the members’ solicitor had stated in February that it was “obvious to everyone” that the co-operative was insolvent.

The Court rejected the members’ argument that allowing the liquidators to sell the property would render the appeal nugatory. Griffiths AJA said all parties accepted that the property ultimately had to be sold to pay creditors. A liquidation sale would simply convert the property into cash held within the court-supervised liquidation, with any surplus preserved for the co-operative and its members if the appeal later succeeded.

The Court was also critical of the members’ delay in seeking a stay. Although the winding-up orders were made on 10 July and the liquidators refused an undertaking not to sell the property on 24 July, the members did not file their stay motion until 14 August, approximately five weeks after the winding-up order and after the sale campaign was well advanced.

The balance of convenience strongly favoured allowing the liquidation to continue, Griffiths AJA found. Two former employees were owed approximately $101,910, trade creditors including taxi operators were owed about $336,072, and interest continued to accrue on secured debt of approximately $466,983. Delaying the sale would also generate further legal, liquidation and property holding costs, reducing both creditor recoveries and any ultimate surplus for members.

The Court dismissed the stay application with costs, also rejecting an alternative request that the liquidators be required to provide at least 14 days’ notice before entering into a sale contract.

Read the decision here.

Stuart Wells of Windeyer Chambers and Assured Legal Solutions represented the liquidators, while Nigel Hill of Australegal represented the members.