In the matter of Flight Centre Technology Pty Ltd [2022] NSWSC 367

In the matter of Flight Centre Technology Pty Ltd [2022] NSWSC 367

The Court was satisfied that the identified failures to comply with the Class Order and Instrument were honest, inadvertent or administrative errors; that the deeds of cross guarantee were in place and their existence was disclosed; that audited consolidated financial information was publicly available; that there was no evidence of prejudice to shareholders, creditors or other persons; that preparing historical accounts would involve significant cost and limited utility; and that ASIC did not oppose the relief. Accordingly, the requirements for relief under s 1322(4), including the absence of substantial injustice and honesty for relief from civil liability, were met, although relief...

Jurisdiction
Australia
Judgment Date
31 March 2022
Procedural Posture
Application Under S 1322(4) of the Corporations Act 2001 (cth) for Relief Concerning Compliance With ASIC Class Order: Wholly Owned Entities [co 98/1418] and ASIC Corporations (wholly Owned Companies) Instrument 2016/785 / Principal Judgment Following Hearing of Second Amended Originating Process
Outcome
Orders to be made pursuant to s 1322 of the Corporations Act 2001 (Cth) extending or abridging time for certain steps and relieving the Plaintiffs and their current and former directors and officers from civil liability in respect of specified failures, with relief from liability narrowed to the matters addressed in...
Legal Topics
['financial Reporting Obligations' 'relief From Reporting Obligations' 'deeds of Cross Guarantee' 'extension and Abridgment of Time' 'relief From Civil Liability of Companies, Directors and Officers' 'asic Class Order and Instrument Compliance']
['corporations' 'equity'] ['financial Reporting Obligations' 'relief From Reporting Obligations' 'deeds of Cross Guarantee' 'extension and Abridgment of Time' 'relief From Civil Liability of Companies, Directors and Officers' 'asic Class Order and Instrument Compliance']

Case Brief

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Procedural Posture

Application Under S 1322(4) of the Corporations Act 2001 (cth) for Relief Concerning Compliance With ASIC Class Order: Wholly Owned Entities [co 98/1418] and ASIC Corporations (wholly Owned Companies) Instrument 2016/785 / Principal Judgment Following Hearing of Second Amended Originating Process

Legal Issues

  1. 1 ["Whether time should be extended or abridged under s 1322(4)(d) of the Corporations Act 2001 (Cth) for specified steps required by the Class Order or Instrument, including lodgement of Form 389 notices, lodgement of the 2002 Deeds, provision of prescribed statements and evidence, signing of a directors' declaration, and passing prescribed resolutions." 'Whether the Plaintiffs and their current and former directors and officers should be relieved under s 1322(4)(c) from civil liability arising from failures to take or properly take specified steps required by the Class Order or Instrument and consequent failures to comply with financial reporting requirements.' 'Whether the Court was satisfied that no substantial injustice had been or was likely to be caused to any person by making the orders.' 'Whether the Plaintiffs and relevant directors and officers acted honestly for the purposes of s 1322(6).']

Ratio Decidendi

The Court was satisfied that the identified failures to comply with the Class Order and Instrument were honest, inadvertent or administrative errors; that the deeds of cross guarantee were in place and their existence was disclosed; that audited consolidated financial information was publicly available; that there was no evidence of prejudice to shareholders, creditors or other persons; that preparing historical accounts would involve significant cost and limited utility; and that ASIC did not oppose the relief. Accordingly, the requirements for relief under s 1322(4), including the absence of substantial injustice and honesty for relief from civil liability, were met, although relief...

Court Disposition

Orders to be made pursuant to s 1322 of the Corporations Act 2001 (Cth) extending or abridging time for certain steps and relieving the Plaintiffs and their current and former directors and officers from civil liability in respect of specified failures, with relief from liability narrowed to the matters addressed in...

Orders

  • ['Orders to be made pursuant to s 1322 of the Corporations Act 2001 (Cth) extending or abridging the time for certain steps.' 'Orders to be made relieving the Plaintiffs and current and former directors and officers from civil liability in respect of any failure to take specified steps.' 'Relief from liability is to...