VRG Bidco Pty Ltd, in the matter of VRG Bidco Pty Ltd [2024] FCA 1088

VRG Bidco Pty Ltd, in the matter of VRG Bidco Pty Ltd [2024] FCA 1088

The requirements for relief under s 1322(4) are satisfied because the non-compliance was procedural and inadvertent, there was no dishonesty, and no substantial injustice would result from granting relief, while denial of relief would cause hardship.

Parties
First Applicant: VRG Bidco Pty Ltd; Second Applicant: Positive Investments Pty Ltd; Third Applicant: Village Roadshow Corporation Pty Ltd; Fourth Applicant: Village Roadshow Pty Ltd; Fifth Applicant: Roadshow Distributors Pty Ltd; Sixth Applicant: Roadshow Films Pty Ltd; Seventh Applicant: Village Cinemas Australia Pty Ltd; Eighth Applicant: Village Golf Holdings Pty Ltd; Ninth Applicant: Village Roadshow Digital Pty Ltd; Tenth Applicant: Village Roadshow Theatres Pty Ltd; Eleventh Applicant: Village Roadshow Theme Parks Pty Ltd
Jurisdiction
Australia
Judgment Date
17 September 2024
Procedural Posture
Corporations Application for Relief Under S 1322(4) / Judgment Following Application (ex Tempore)
Outcome
Relief granted
Legal Topics
Relief From Civil Liability, Lodgement of Deed of Cross Guarantee, Financial Reporting Obligations, Procedural Irregularity
Corporations Law Relief From Civil Liability Lodgement of Deed of Cross Guarantee Financial Reporting Obligations Procedural Irregularity

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Parties

VRG Bidco Pty Ltd

First Applicant

Positive Investments Pty Ltd

Second Applicant

Village Roadshow Corporation Pty Ltd

Third Applicant

Village Roadshow Pty Ltd

Fourth Applicant

Roadshow Distributors Pty Ltd

Fifth Applicant

Roadshow Films Pty Ltd

Sixth Applicant

Village Cinemas Australia Pty Ltd

Seventh Applicant

Village Golf Holdings Pty Ltd

Eighth Applicant

Village Roadshow Digital Pty Ltd

Ninth Applicant

Village Roadshow Theatres Pty Ltd

Tenth Applicant

Village Roadshow Theme Parks Pty Ltd

Eleventh Applicant

Procedural Posture

Corporations Application for Relief Under S 1322(4) / Judgment Following Application (ex Tempore)

Legal Issues

  1. 1 Whether relief should be granted under s 1322(4) of the Corporations Act 2001 (Cth) for failure to lodge Deed of Cross Guarantee and certificate on time
  2. 2 Whether parties should be relieved from civil liability for non-compliance with s 6(1)(m) of the Instrument

Ratio Decidendi

The requirements for relief under s 1322(4) are satisfied because the non-compliance was procedural and inadvertent, there was no dishonesty, and no substantial injustice would result from granting relief, while denial of relief would cause hardship.

Court Disposition

Relief granted

Orders

  • The time for the plaintiffs to lodge the Deed of Cross Guarantee and certificate is extended to 30 September 2024.
  • The parties to the Guarantee and their current and former directors and officers are relieved from any civil liability for failing to lodge the Guarantee Documents by 30 June 2024.