Director caught in $500k dispute with ex-business partner

They were also found to have engaged in oppressive conduct and committed a number of breaches of statutory and fiduciary duties, including those owed to Taylor and its shareholders.

The decision comes on the heels of a number of decisions involving ACL and its directors, including a reprimand of Aulich for scandalous conduct during a weekend training retreat.

Aulich and Woodhouse were last year ordered to compensate shareholder and barristers’ clerk Joanna Scott, whose shares were sensationally and vindictively cut between 2020–21.

About a year after she joined as associate solicitor, Taylor paid $500,000 to purchase 25 per cent of the shares in ACL. She left in April 2024 after a romantic relationship with Aulich soured.

It was Taylor’s case that her contract provided that ACL would repay the $500,000 in shares if she left within five years.

The professional relationship between all three turned nasty in early 2024 when Aulich ended a discussion about business structure and workloads at a café by telling Taylor to “get f--ked and f--k off” while raising his middle finger at her.

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Woodhouse then arranged to speak to Taylor about her leaving the practice, and admitted he did not present this as a choice.

On Taylor’s account of the conversation, Woodhouse had said words to the effect of, “we will buy your shares … we just need some time”. Woodhouse denied making this statement but accepted he told Taylor he did not want to “f--k [her] over”.

From the day Taylor agreed to leave, Woodhouse and Aulich declined to engage with her “repeated direct queries” as to how and when the money would be paid. Woodhouse agreed in cross-examination that he deliberately avoided her questions.

This was despite Woodhouse accepting that Taylor had offered ACL time to make the payment and had been actively seeking to find a “pragmatic solution”, including instalment payments.

Their campaign against Taylor continued even after the pair received a letter of demand from her lawyers.

Justice Balla said they started to “take steps to frustrate Taylor’s hopes of recovering any money from the corporate defendants in the event she followed through on her threat of litigation”.

This included the decision to place ACL into administration, which Justice Balla said could not be for financial reasons given its work in progress was then estimated to be over $1 million.

Woodhouse conceded he knew he might get a potential advantage over Taylor if ACL was placed into administration because the proceedings against it would be stayed.

This conduct also depleted the funds available to Taylor to have her claim paid because ACL has had to pay the costs of administration and liquidation, being $131,830.

Further, by transferring shares, Woodhouse and Aulich intended to reduce the funds available to be paid to Taylor.

“Taking all these matters into account, I find that Woodhouse and Aulich embarked on a campaign to initially attempt to deter Taylor from pursuing her contractual entitlements, and then, after receiving the letter of demand from Taylor’s solicitor, to frustrate the hopes of Taylor and Lily & Ruby Holdings of recovering any of the money that she had paid for the shares,” Justice Balla said.

The parties were given 28 days to agree on the orders “which flow from my findings” and orders as to costs.

If they cannot agree, the parties were ordered to provide the registry with a timetable for the exchange of written submissions and a statement as to whether the matter should be relisted for further oral submissions.

Citation: Lily & Ruby Holdings Pty Ltd v Aulich Civil Law Pty Ltd (in liq) (No 4) [2026] ACTSC 348.