In the matter of LMP Developments Pty Ltd and ZLM Property Holdings Pty Ltd [2008] FCA 1109

In the matter of LMP Developments Pty Ltd and ZLM Property Holdings Pty Ltd [2008] FCA 1109

Because the second meetings of creditors did not resume on the adjourned date through oversight and no resolution under s 439C was passed, the administrations had ended by operation of s 435C. However, creditors would benefit from completion of the administrator's investigations and an opportunity to decide the companies' future, there was no probable resumption of control by the directors, and s 447A was broad enough to make retrospective orders preventing the administrations from ending in these circumstances. The convening period could also be extended under s 439A(6), including after its expiry, to permit fresh meetings to be convened.

Jurisdiction
Australia
Judgment Date
29 July 2008
Procedural Posture
Corporations; Voluntary Administration / Application for Orders Under Ss 447 a and 439 A(6) of the Corporations Act 2001 (cth) After Adjourned Second Meetings of Creditors Were Overlooked
Outcome
Orders made under s 447A that the administrations did not end in the stated circumstances and under s 439A(6) extending the convening periods to 28 July 2008.
Legal Topics
['voluntary Administration' 'second Meeting of Creditors' 'extension of Convening Period' 'retrospective Orders Under S 447 A' "adjournment of Creditors' Meeting"]
['corporations Law' 'insolvency Law'] ['voluntary Administration' 'second Meeting of Creditors' 'extension of Convening Period' 'retrospective Orders Under S 447 A' "adjournment of Creditors' Meeting"]

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Procedural Posture

Corporations; Voluntary Administration / Application for Orders Under Ss 447 a and 439 A(6) of the Corporations Act 2001 (cth) After Adjourned Second Meetings of Creditors Were Overlooked

Legal Issues

  1. 1 ['Whether the administrations of LMP and ZLM ended when the adjourned second meetings of creditors did not resume because neither the administrator nor any creditor attended.' 'Whether the Court should make orders under s 447A of the Corporations Act 2001 (Cth) so that Part 5.3A operated as if the administrations did not end in those circumstances.' 'Whether the Court should extend the convening period under s 439A(6) so that fresh second meetings of creditors could be convened.']

Ratio Decidendi

Because the second meetings of creditors did not resume on the adjourned date through oversight and no resolution under s 439C was passed, the administrations had ended by operation of s 435C. However, creditors would benefit from completion of the administrator's investigations and an opportunity to decide the companies' future, there was no probable resumption of control by the directors, and s 447A was broad enough to make retrospective orders preventing the administrations from ending in these circumstances. The convening period could also be extended under s 439A(6), including after its expiry, to permit fresh meetings to be convened.

Court Disposition

Orders made under s 447A that the administrations did not end in the stated circumstances and under s 439A(6) extending the convening periods to 28 July 2008.

Orders

  • ['Grants leave to the plaintiffs to file the Originating Process in these proceedings in Court.' "Notes the undertaking of the plaintiffs' solicitor to pay the filing fee in the Registry." 'Directs that the Originating Process be returnable instanter.' 'Orders pursuant to s 447A of the Corporations Act 2001 (Cth)...