Mansfield, in the matter of Highrise Telecoms Pty Limited (Administrators Appointed) (No 2) [2018] FCA 2023

Mansfield, in the matter of Highrise Telecoms Pty Limited (Administrators Appointed) (No 2) [2018] FCA 2023

The company, by putting Francesco Andreone forward as its primary commercial contact, allowing him to manage the commercial relationship with Buroserv, taking the benefit of the agreements he executed, and acquiescing in his dealings, impliedly authorised him to execute the MSA, DRA, GSA and DOF on its behalf. The GSA therefore bound the company, and the only challenge to Buroserv's entitlement to appoint the plaintiffs as administrators under s 436C failed. Declaratory relief under s 447C was appropriate.

Jurisdiction
Australia
Judgment Date
17 December 2018
Procedural Posture
Corporations External Administration Proceeding Concerning Validity of Appointment of Administrators / Separate Question on Declaration Under S 447 C of the Corporations Act 2001 (cth)
Outcome
Declaration made that the plaintiffs were validly appointed as joint and several administrators; costs question reserved.
Legal Topics
['appointment of Administrators Under S 436 C of the Corporations Act 2001 (cth)' 'validity of General Security Agreement' 'implied Actual Authority' 'ostensible Authority' 'security Interest Over Company Property']
['corporations' 'corporate Insolvency' 'agency' 'personal Property Securities'] ['appointment of Administrators Under S 436 C of the Corporations Act 2001 (cth)' 'validity of General Security Agreement' 'implied Actual Authority' 'ostensible Authority' 'security Interest Over Company Property']

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Procedural Posture

Corporations External Administration Proceeding Concerning Validity of Appointment of Administrators / Separate Question on Declaration Under S 447 C of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether Highrise Telecoms Pty Limited was bound by the General Security Agreement executed by Francesco Andreone on its behalf.' 'Whether Francesco Andreone had implied actual authority or ostensible authority to execute the Master Supply Agreement, Debt Repayment Agreement, General Security Agreement and Deed of Forbearance on behalf of the company.' 'Whether Buroserv Australia Pty Ltd was a person entitled to enforce a security interest for the purposes of s 436C of the Corporations Act 2001 (Cth) when it appointed the plaintiffs as administrators.']

Ratio Decidendi

The company, by putting Francesco Andreone forward as its primary commercial contact, allowing him to manage the commercial relationship with Buroserv, taking the benefit of the agreements he executed, and acquiescing in his dealings, impliedly authorised him to execute the MSA, DRA, GSA and DOF on its behalf. The GSA therefore bound the company, and the only challenge to Buroserv's entitlement to appoint the plaintiffs as administrators under s 436C failed. Declaratory relief under s 447C was appropriate.

Court Disposition

Declaration made that the plaintiffs were validly appointed as joint and several administrators; costs question reserved.

Orders

  • ['Pursuant to s 447C of the Corporations Act 2001 (Cth), the plaintiffs were validly appointed as joint and several administrators of Highrise Telecoms Pty Limited (administrators appointed) on 5 October 2018 in accordance with s 436C of the Act.' "The question of the costs of the second defendant's challenge to the...