The court followed the engagement letter’s structure, not invoice practice
On 18 February 2026, the Federal Court ordered Cocoon Data group companies to pay $269,865.56 plus pre-judgment interest after an engagement letter treated the "Group" as the client.
In Lumina BPO Pty Ltd v Cocoon Data Technologies Pty Ltd, Justice Cheeseman ruled that Cocoon Data Technologies Limited, Cocoon Data Holdings Pty Ltd, and Cocoon Data Pty Ltd contracted with Lumina BPO Pty Ltd and therefore owed Lumina the debt jointly and severally.
The dispute turned on party identification. Lumina, an accounting practice that provided outsourced accounting and taxation services, sought judgment for unpaid fees. The respondents argued that Cocoon Data Australia Pty Ltd, the employment, treasury, and administration entity within the group, alone contracted with Lumina and alone carried the liability. Cocoon Data Australia did not appear as a party in the proceeding.
The evidence showed Lumina began providing services to the Cocoon companies around August 2019. In August 2020, Lumina sent three new engagement letters to restructure the relationship: one for the Australian entities (the "Aus Engagement Letter"), one for Cocoon Data UK Ltd, and one for Cocoon Data, Inc. The Aus Engagement Letter defined the "Cocoon Data Group" as Cocoon Data Australia Pty Ltd, Cocoon Data Holdings Pty Ltd, Cocoon Data Pty Ltd, and Cocoon Data Technologies Limited, and it stated its purpose as "to confirm our understanding of the terms of our engagement and the nature and limitations of the services we will provide to the Cocoon Data Group (the Group)."
Between 15 May 2022 and 15 September 2023, Lumina issued invoices to Cocoon Data Australia totalling $307,738.63. Cocoon Data Australia entered voluntary administration on 9 October 2023. Lumina proved for $307,686.65 in the administration, and creditors accepted a deed of company arrangement at a meeting on 13 November 2023. The deed executed on 16 November 2023, and Lumina received a dividend of $37,873.07. The reasons recorded an unpaid invoiced balance of $269,813.70 (excluding interest) after crediting that dividend.
Justice Cheeseman found the contract formed in or about August 2020, when Cocoon Data Australia gave instructions for work after receiving the Aus Engagement Letter. The letter allowed acceptance "by continuing to ask us to do work for you", and the judge rejected the respondents' submission that the same offer later formed a second, separate contract when Mr Trent Telford electronically signed the letter on 26 October 2021.
On construction, the judge found the parties objectively intended a multiparty contract. The Aus Engagement Letter repeatedly used the defined term "Cocoon Data Group" and set out group-focused services, including work connected to the group's statutory obligations and reporting, inter-group reconciliations, and tax returns for each company in the group. The judge treated the execution block's references to "Company" as an apparent carry-over from the UK and US engagement letters, which defined "Company", while the Australian letter defined "Group".
The respondents relied on Lumina addressing invoices to Cocoon Data Australia, but the judge treated that practice as consistent with Cocoon Data Australia's treasury role. Clause 15 of Lumina's terms of trade stated that, where there was more than one client, each client carried joint and several liability for Lumina's professional fees and expenses, whether or not each client benefited equally from the services.
The court entered judgment against the corporate respondents for $269,865.56 plus pre-judgment interest.
