Special Gold / Dyldam Developments - Case Update

The Federal Court of Australia has released its costs decision in the Special Gold / Dyldam Developments saga, and the ruling is a mixed bag for the liquidator of Special Gold.

To recap, in July, the Court ruled that Special Gold’s directors, Sam Fayad and his son Fayad-Lee Fayad, orchestrated a scheme to strip the company’s assets, breaching their statutory and fiduciary duties, and leaving the company unable to meet its tax obligations, incurring penalties and interest exceeding $30 million. Sam and Fayad-Lee were ordered to pay over $44 million. Remon Fayad, Sam’s other son, and another related entity were also found liable for knowingly assisting in the breaches and knowingly receiving misappropriated funds, with Remon ordered to pay over $7 million and the related entity ordered to pay nearly $14.5 million.

However, the Court found that certain other defendants, the so-called “Ayoub Companies”—companies controlled by Rami Ayoub, who was retained to assist with restructuring work and negotiations with the ATO for Dyldam, Special Gold, and other related entities—were not liable for knowingly participating in the directors’ breaches. In practice, Mr Ayoub and his companies acted as “conduits” or payment intermediaries. Special Gold transferred millions of dollars into Mr Ayoub’s companies, and Mr Ayoub then disbursed those funds at Sam Fayad’s direction, often to pay Sam’s personal creditors or to contribute to Dyldam’s DOCA. His companies passed resolutions expressly recording that they were only holding the money on instruction from Sam and not for their own benefit. In short, Mr Ayoub’s relation to Dyldam and Special Gold was as an external consultant and facilitator of payments for Sam Fayad and his group, rather than as a manager or controller of those companies.

The Court ordered that the Fayad defendants (Sam, Fayad-Lee, Remon, and certain associated companies) pay Special Gold’s costs, as they had been found liable in the primary judgment.

As for the Ayoub Companies, however, the Court found the refusal by the liquidator of Special Gold of a settlement offer made by the Ayoub Companies to be unreasonable. The Ayoub Companies had offered in June 2025 to settle with each side bearing its own costs, foreshadowing that if the offer was refused, they would seek indemnity costs. The Court found that, by the time of the offer, Special Gold was in a position to assess its weak prospects against the Ayoub Companies. The Court accepted that the offer was a genuine compromise, especially since the Ayoub Companies had already incurred over $250,000 in legal costs.

As a result, the Court concluded that indemnity costs were justified from the date of the offer. Accordingly, Special Gold was ordered to pay the Ayoub Companies’ costs on an ordinary basis up to the date of the offer and on an indemnity basis thereafter.

The decision can be found HERE.

Professionals involved:

• Ben Katekar SC of New Chambers with Rebecca Hughes of New Chambers (instructed by Bird & Bird) for the Ayoub Companies

• Jeremy Giles SC of 7 Wentworth Selborne with Michael Rose of 9 Wentworth Chambers and Fabian Di Lizia of 5 Wentworth (instructed by ERA Legal) for Special Gold, through its liquidator Thyge Trafford-Jones of TTJ Advisory

• Doran Cook SC of 9 Wentworth Chambers with Andrew Emmerson of Eight Selborne (instructed by Johnson Winter Slattery) for Dyldam Development

• James Pope of Pope & Spinks for the Sixth, Seventh and Eighth Defendants

• Stephen Ipp of Greenway Chambers (instructed by Corrs Chambers Westgarth) for Persephone Company Pty Limited (Receivers and Managers Appointed)