In the matter of Milgerd Nominees Pty Ltd and others [2019] NSWSC 311

In the matter of Milgerd Nominees Pty Ltd and others [2019] NSWSC 311

The interests of creditors and the administrations were likely to be promoted by court-appointed liquidations because the Companies were insolvent and the liquidators needed recognised status and powers for investigations, including in Israel. It was just and equitable to validate the voluntary appointments to remove uncertainty arising from the sole director's non-residence in Australia. Approval under s 477(2B) was warranted because the Revesby property transaction reflected valuation advice, had been negotiated before appointment, presented no impropriety or error of law, and would promote the external administrations.

Jurisdiction
Australia
Judgment Date
05 February 2019
Procedural Posture
Corporations Winding Up Application / Originating Process Heard Ex Tempore
Outcome
Application granted; orders made in accordance with paragraphs 1–8 of the short minutes of order initialled by the Court, including an additional order that exhibits be returned.
Legal Topics
['court Ordered Winding Up in Insolvency' 'voluntary Liquidation and Voluntary Administration' 'validation of Appointments Under S 1322 of the Corporations Act 2001 (cth)' "liquidators' Powers Under S 477(2 B) of the Corporations Act 2001 (cth)" 'corporate Trustees']
['corporations Law' 'insolvency Law'] ['court Ordered Winding Up in Insolvency' 'voluntary Liquidation and Voluntary Administration' 'validation of Appointments Under S 1322 of the Corporations Act 2001 (cth)' "liquidators' Powers Under S 477(2 B) of the Corporations Act 2001 (cth)" 'corporate Trustees']

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Procedural Posture

Corporations Winding Up Application / Originating Process Heard Ex Tempore

Legal Issues

  1. 1 ['Whether companies already in voluntary liquidation should be wound up in insolvency and the liquidators appointed as court-appointed liquidators.' 'Whether any procedural irregularity arising from the sole director not being ordinarily resident in Australia should be cured by orders under s 1322 of the Corporations Act 2001 (Cth).' 'Whether approval should be given nunc pro tunc under s 477(2B) of the Corporations Act 2001 (Cth) for the liquidators to complete the contract for sale of the Revesby property.' "Whether the Plaintiffs' costs should be paid out of the assets of the Companies."]

Ratio Decidendi

The interests of creditors and the administrations were likely to be promoted by court-appointed liquidations because the Companies were insolvent and the liquidators needed recognised status and powers for investigations, including in Israel. It was just and equitable to validate the voluntary appointments to remove uncertainty arising from the sole director's non-residence in Australia. Approval under s 477(2B) was warranted because the Revesby property transaction reflected valuation advice, had been negotiated before appointment, presented no impropriety or error of law, and would promote the external administrations.

Court Disposition

Application granted; orders made in accordance with paragraphs 1–8 of the short minutes of order initialled by the Court, including an additional order that exhibits be returned.

Orders

  • ['The Companies be wound up in insolvency.' 'The Plaintiffs be appointed as joint and several liquidators of the Companies as court-appointed liquidators.' 'Notice provisions under r 5.6 of the Supreme Court (Corporations) Rules 1999 (NSW) be dispensed with under s 467 of the Corporations Act 2001 (Cth).' 'The...