Medina Property Services Pty Ltd v Starin Ltd as trustee of the Macquarie Business Centre Unit Trust [2018] NSWSC 1979

Medina Property Services Pty Ltd v Starin Ltd as trustee of the Macquarie Business Centre Unit Trust [2018] NSWSC 1979

Leave under s 500(2) was warranted because the proceedings concerned the validity of a purported contractual termination not conveniently determined by proof of debt, the defendants entered members' voluntary winding up without warning during an adjournment obtained to resist the plaintiffs' relief, ASIC declarations indicated both companies were solvent, and the relevant rights and assets were held as trustees. The injunction should continue because there was a serious question to be tried as to whether the AFMA was effectively terminated, including whether consent had been unreasonably withheld and whether notice and a reasonable opportunity to remedy had been given to Medina, and the...

Jurisdiction
Australia
Judgment Date
14 December 2018
Procedural Posture
Equity Duty List Proceedings Concerning Interlocutory Injunction and Leave to Proceed Against Companies in Liquidation / Ex Tempore Interlocutory Judgment on Continuation of Injunction and Application for Leave Under S 500(2) of the Corporations Act 2001 (cth)
Outcome
Plaintiffs granted leave to proceed under s 500(2) of the Corporations Act 2001 (Cth); injunction and confidentiality orders made on 7 December 2018 extended to 5 pm on 13 February 2019; costs orders and timetable directions made.
Legal Topics
['interlocutory Injunction' 'members Voluntary Winding Up' 'leave to Proceed Against Company in Liquidation' 'confidentiality Obligations' 'purported Termination of Contract' 'balance of Convenience']
['civil Procedure' 'corporations' 'equity' 'contract'] ['interlocutory Injunction' 'members Voluntary Winding Up' 'leave to Proceed Against Company in Liquidation' 'confidentiality Obligations' 'purported Termination of Contract' 'balance of Convenience']

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Procedural Posture

Equity Duty List Proceedings Concerning Interlocutory Injunction and Leave to Proceed Against Companies in Liquidation / Ex Tempore Interlocutory Judgment on Continuation of Injunction and Application for Leave Under S 500(2) of the Corporations Act 2001 (cth)

Legal Issues

  1. 1 ['Whether the plaintiffs should be granted leave under s 500(2) of the Corporations Act 2001 (Cth) to proceed against the first and second defendants after members resolved that each company be wound up voluntarily.' 'Whether the interlocutory injunction restraining dealings with the Macquarie Park property should be continued until final hearing.' "Whether there was a serious question to be tried as to the effectiveness of Starin's purported termination of the AFMA." 'Whether the balance of convenience favoured continuation of the injunction.']

Ratio Decidendi

Leave under s 500(2) was warranted because the proceedings concerned the validity of a purported contractual termination not conveniently determined by proof of debt, the defendants entered members' voluntary winding up without warning during an adjournment obtained to resist the plaintiffs' relief, ASIC declarations indicated both companies were solvent, and the relevant rights and assets were held as trustees. The injunction should continue because there was a serious question to be tried as to whether the AFMA was effectively terminated, including whether consent had been unreasonably withheld and whether notice and a reasonable opportunity to remedy had been given to Medina, and the...

Court Disposition

Plaintiffs granted leave to proceed under s 500(2) of the Corporations Act 2001 (Cth); injunction and confidentiality orders made on 7 December 2018 extended to 5 pm on 13 February 2019; costs orders and timetable directions made.

Orders

  • ["On the plaintiffs' solicitor giving to the Court an undertaking to pay the requisite filing fee, grant leave to the plaintiffs to file in Court a Notice of Motion and the Affidavits of Benjamin Mark Giles made 12 and 13 December 2018." 'Order that that motion be made returnable instanter before Stevenson J.'...