In the matter of Riff Services Pty Ltd (in liq) and Ors [2017] NSWSC 1826

In the matter of Riff Services Pty Ltd (in liq) and Ors [2017] NSWSC 1826

Even if Ms Maria Gower could not be treated as a member of the companies for the purpose of convening, appointing a proxy at, or voting at the meetings, the steps taken to wind up the companies and appoint the Plaintiffs as liquidators should be validated under s 1322 of the Corporations Act 2001 (Cth). The persons involved acted honestly on Counsel's advice on complex legal issues, the steps were directed to bringing about voluntary winding up and discharge of creditors' debts, it was just and equitable to validate the appointments, and no substantial injustice would be caused.

Jurisdiction
Australia
Judgment Date
11 September 2017
Procedural Posture
Corporations List Proceeding Seeking Declaratory Relief and Validation Orders Concerning Voluntary Winding Up and Appointment of Liquidators / Amended Originating Process; Ex Tempore Judgment
Outcome
Application granted; declarations made validating the special resolutions and the appointment of the Plaintiffs as joint and several liquidators.
Legal Topics
['voluntary Winding Up' "members' Resolutions" 'status of Membership' 'legal Personal Representatives of Deceased Members' 'appointment of Liquidators' 'validation of Corporate Acts Under S 1322 of the Corporations Act 2001 (cth)']
['corporations Law' 'equity'] ['voluntary Winding Up' "members' Resolutions" 'status of Membership' 'legal Personal Representatives of Deceased Members' 'appointment of Liquidators' 'validation of Corporate Acts Under S 1322 of the Corporations Act 2001 (cth)']

Case Brief

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Procedural Posture

Corporations List Proceeding Seeking Declaratory Relief and Validation Orders Concerning Voluntary Winding Up and Appointment of Liquidators / Amended Originating Process; Ex Tempore Judgment

Legal Issues

  1. 1 ['Whether Maria Gower, as administrator of the estate of the late Matt Gower, became or could be treated as a member of the companies for the purpose of convening and voting by proxy at general meetings.' 'Whether the special resolutions made on 14 August 2017 for voluntary winding up under s 491 of the Corporations Act 2001 (Cth) and appointment of the Plaintiffs as joint and several liquidators under s 495 were valid.' 'Whether any deficiencies in the winding up or appointment of the liquidators should be cured or validated under s 1322 of the Corporations Act 2001 (Cth).' 'Whether, in the alternative, the companies should be wound up under s 461 or s 467B of the Corporations Act 2001 (Cth).']

Ratio Decidendi

Even if Ms Maria Gower could not be treated as a member of the companies for the purpose of convening, appointing a proxy at, or voting at the meetings, the steps taken to wind up the companies and appoint the Plaintiffs as liquidators should be validated under s 1322 of the Corporations Act 2001 (Cth). The persons involved acted honestly on Counsel's advice on complex legal issues, the steps were directed to bringing about voluntary winding up and discharge of creditors' debts, it was just and equitable to validate the appointments, and no substantial injustice would be caused.

Court Disposition

Application granted; declarations made validating the special resolutions and the appointment of the Plaintiffs as joint and several liquidators.

Orders

  • ['The Court makes declarations validating the special resolutions made on 14 August 2017 by the companies listed in Schedule 1 to the Originating Process.' 'The Court makes declarations validating the appointment of the Plaintiffs as joint and several liquidators of the companies listed in Schedule 1 to the...