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A man convicted of tax fraud and a lawyer with a disciplinary history have alleged that a controversial law firm was sold from under them.
The sale of Dandenong law firm Hardy’s has sparked proceedings by a former manager’s son, Mark Rowson, who alleged there was a breach of a binding oral agreement reached in July 2016.
Established in 1983, Hardy’s developed a significant presence in Dandenong before it was shuttered in 2010 following the Legal Practice Board’s unveiling of several trust account irregularities.
Rowson claimed solicitor and appointed receiver Alan Alpass sold the firm’s assets – including active files and about 6,000 deed packets – for $20,000, despite reaching an agreement with him and his late business partner and solicitor Darroll Nelson, then aged in his 80s.
An associate judge tossed the proceedings, but Rowson brought an application for leave to appeal on the grounds that the court erred in finding that no agreement was found and in finding that Alpass was not estopped from denying the existence of the agreement.
In dismissing the appeal application, the Supreme Court of Victoria’s Justices Stephen McLeish, Rowena Orr, and Lisa Nichols found there was no error in the associate judge’s finding that no contract existed.
“We are not persuaded that, viewed objectively, an intention to enter into a binding agreement can be ascertained from the words and conduct of the parties,” the Court of Appeal bench said.
“For substantially similar reasons as those given by the associate judge, we are not persuaded Rowson’s account of what was said in the disputed conversations is more probable than not to have been correct.”
Rowson, who is not a lawyer, said his father managed the firm until 1995 – well before the board’s investigation – and wanted to “[buy] Hardy’s back”, with the intention of using his experience in administration and information technology to manage it.
On Rowson’s evidence, he and Alpass discussed the purchase of Hardy’s for $25,000 and “not subject to finance”, to which the latter allegedly responded by “leaning back in his chair a little bit, thought about it for a short while” and then proceeded to accept the offer.
Rowson did not make a note of any relevant conversations.
He did submit text messages with his brother that discussed the alleged purchase of Hardy’s and a request for the $25,000 from a trust fund.
There was also an email in which Rowson wrote that he confirmed “our offer of $25,000” and requested banking details for a deposit. Those details were never provided, and no deposit was ever made.
Rowson later said during cross-examination that the use of the word “offer” rather than “agreement” was “poorly worded, in hindsight”.
Alpass’ version of events stated he first needed to speak to the Victorian Legal Services Board (VLSB) about Rowson and Nelson, submitting that as receiver, he had “sole responsibility and power to sell … but did not have records establishing whether the prospective purchasers were legally qualified and able to receive trust moneys”.
It was in this conversation that Alpass learnt Rowson was a paralegal but could not hold a practising certificate due to tax offences.
The primary proceedings canvassed Rowson’s convictions for an “elaborate tax scheme” and for subsequent offences of theft and obtaining a financial advantage by deception over the course of 2013 and 2014, for which he served four years’ imprisonment.
As for Nelson, Alpass learnt he had a practising certificate but could not manage trust money due to a prior disciplinary matter.
Alpass claimed a member of the VLSB was “fairly forceful” about not wanting Nelson to be the purchaser, and he personally observed Nelson was “an elderly gentleman and, in my mind, almost beyond practice”.
When Alpass informed Rowson and Nelson that Hardy’s had been sold, they had a “bizarre” phone call – conducted on “reasonably friendly terms” – about the purchase, during which Nelson allegedly asked him a few times whether he could “flick him a few files”.
There were several conversations during this time about Nelson’s ability to purchase the law firm’s assets, including whether he could secure an upgraded practising certificate and a discussion about time frames.
Justices McLeish, Orr, and Nichols said Alpass’ conduct after the July conversation was inconsistent with an agreement having been reached and consistent with him responding “neutrally” to Rowson’s offer.
“Had there been a concluded agreement, it could reasonably be expected that Alpass would have responded to Rowson’s calls and messages after the meeting, including by preparing a contract and by making arrangements to accept a deposit,” the bench said.
Citation: Rowson v Alpass [2026] VSCA 120.
