In the matter of Classic Corporation Pty Ltd [2016] NSWSC 1627

In the matter of Classic Corporation Pty Ltd [2016] NSWSC 1627

Winding up should be terminated upon the undertaking by applicants to subscribe $100,000 in fully-paid share capital, as there are no outstanding claims except those of applicants themselves (now limited), the company will be solvent with the capital injection, all interested parties consent, and commercial morality does not preclude termination in the circumstances.

Parties
First Plaintiff: IJG Group 2 Pty Limited; Second Plaintiff: Architectural Aluminium Systems Pty Limited; First Defendant: Classic Corporation Pty Limited (in liq); Second Defendant: David Solomons; Third Defendant: Riad Tayeh; Fourth Defendant: Cinzia Hanna; Fifth Defendant: Lillian Hanna
Jurisdiction
Australia
Judgment Date
18 November 2016
Procedural Posture
Corporations/external Administration—application to Terminate Winding Up / Interlocutory Application—determination
Outcome
Winding up terminated upon undertakings; meeting to elect directors ordered; further procedural directions given.
Legal Topics
Termination of Winding Up, Solvency, Commercial Morality, External Administration
Corporations Equity Termination of Winding Up Solvency Commercial Morality External Administration

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Parties

IJG Group 2 Pty Limited

First Plaintiff

Architectural Aluminium Systems Pty Limited

Second Plaintiff

Classic Corporation Pty Limited (in liq)

First Defendant

David Solomons

Second Defendant

Riad Tayeh

Third Defendant

Cinzia Hanna

Fourth Defendant

Lillian Hanna

Fifth Defendant

Procedural Posture

Corporations/external Administration—application to Terminate Winding Up / Interlocutory Application—determination

Legal Issues

  1. 1 Whether the winding up of Classic Corporation Pty Limited should be terminated under s 482 of the Corporations Act 2001.
  2. 2 Whether the company is solvent or likely to remain solvent.
  3. 3 Whether commercial morality justifies refusal of termination of winding up.

Ratio Decidendi

Winding up should be terminated upon the undertaking by applicants to subscribe $100,000 in fully-paid share capital, as there are no outstanding claims except those of applicants themselves (now limited), the company will be solvent with the capital injection, all interested parties consent, and commercial morality does not preclude termination in the circumstances.

Court Disposition

Winding up terminated upon undertakings; meeting to elect directors ordered; further procedural directions given.

Orders

  • Winding up of Classic Corporation Pty Limited terminated on 25 November 2016, subject to subscription of $100,000 fully-paid share capital.
  • Meeting of members to be convened on 24 November 2016 to elect directors to take office upon termination.