Re Wood Parsons Pty Ltd (in liq) [2002] NSWSC 1058

Re Wood Parsons Pty Ltd (in liq) [2002] NSWSC 1058

The Court had jurisdiction under s 1322(4), and possibly also under s 447A, to make nunc pro tunc curative orders validating the external administration from 7 December 2000. Although the evidence was unsatisfactory and the plaintiffs had not adequately investigated the validity of their appointment at the time, it was just and equitable to make the orders and no substantial injustice would be caused: the company had been in external administration since December 2000 and liquidation for over 18 months, failure to validate could prejudice creditors and affect relation-back issues, affected persons and ASIC had been notified, and no person other than Guide Rails opposed the relief.

Jurisdiction
Australia
Judgment Date
08 November 2002
Procedural Posture
Corporations Application for Curative Orders Concerning Voluntary Administration and Liquidation / Judgment on Interlocutory Application
Outcome
Orders made as sought by plaintiffs.
Legal Topics
['voluntary Administration' 'validity of Appointment of Administrators' "creditors' Voluntary Winding Up" 'curative Orders' 'corporations Act 2001 (cth) S 1322' 'corporations Act 2001 (cth) S 447 A']
['corporations Law' 'insolvency Law'] ['voluntary Administration' 'validity of Appointment of Administrators' "creditors' Voluntary Winding Up" 'curative Orders' 'corporations Act 2001 (cth) S 1322' 'corporations Act 2001 (cth) S 447 A']

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Procedural Posture

Corporations Application for Curative Orders Concerning Voluntary Administration and Liquidation / Judgment on Interlocutory Application

Legal Issues

  1. 1 ["Whether the plaintiffs' appointment as voluntary administrators, and consequent status as liquidators, was invalid because the persons who resolved to appoint them may not have been validly appointed directors." 'Whether the Court should make curative orders under s 1322(4) or s 447A of the Corporations Act 2001 (Cth), operating nunc pro tunc from 7 December 2000.' 'Whether declaratory relief under s 201M of the Corporations Act 2001 (Cth) was necessary or available.']

Ratio Decidendi

The Court had jurisdiction under s 1322(4), and possibly also under s 447A, to make nunc pro tunc curative orders validating the external administration from 7 December 2000. Although the evidence was unsatisfactory and the plaintiffs had not adequately investigated the validity of their appointment at the time, it was just and equitable to make the orders and no substantial injustice would be caused: the company had been in external administration since December 2000 and liquidation for over 18 months, failure to validate could prejudice creditors and affect relation-back issues, affected persons and ASIC had been notified, and no person other than Guide Rails opposed the relief.

Court Disposition

Orders made as sought by plaintiffs.

Orders

  • ['Curative orders were made validating or curing the external administration of Wood Parsons Pty Ltd (in liquidation) from 7 December 2000.' 'Orders in paragraphs 1, 2 and 3 of the Amended Interlocutory Process were made.' "The plaintiffs' costs as applicants were ordered to be paid out of the assets of the company...