In the matter of Sans Pareil Estate Pty Ltd (in liq) [2024] NSWSC 255

In the matter of Sans Pareil Estate Pty Ltd (in liq) [2024] NSWSC 255

Identified payments by the principal Sans Pareil companies to, for, or on behalf of Aaron Salvestrin, being for his personal benefit and without commercial justification, constituted unreasonable director-related transactions within s 588FDA of the Corporations Act 2001 (Cth), were voidable under s 588FE(6A), and the evidentiary onus to provide a commercial explanation having not been discharged by the defendant, the court ordered restitution of the total value of such benefits for the benefit of company creditors.

Jurisdiction
Australia
Judgment Date
15 March 2024
Procedural Posture
Civil (corporations List) / Principal Judgment After Hearing (final Orders)
Outcome
Unreasonable director-related transactions declared voidable; third defendant ordered to pay identified amounts to plaintiff companies and pay costs.
Legal Topics
['winding Up' 'voidable Transactions' 'unreasonable Director Related Transactions' "director's Statutory Duties" 'recovery of Company Property in Liquidation']
['corporations Law' 'equity'] ['winding Up' 'voidable Transactions' 'unreasonable Director Related Transactions' "director's Statutory Duties" 'recovery of Company Property in Liquidation']

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Procedural Posture

Civil (corporations List) / Principal Judgment After Hearing (final Orders)

Legal Issues

  1. 1 ['Whether identified payments by Sans Pareil group companies to or for the benefit of Aaron Salvestrin were unreasonable director-related transactions under s 588FDA of the Corporations Act 2001 (Cth) and voidable under s 588FE(6A)' 'Whether the third defendant is liable to repay the total value of such payments under s 588FF(1)(a) for the benefit of company creditors']

Ratio Decidendi

Identified payments by the principal Sans Pareil companies to, for, or on behalf of Aaron Salvestrin, being for his personal benefit and without commercial justification, constituted unreasonable director-related transactions within s 588FDA of the Corporations Act 2001 (Cth), were voidable under s 588FE(6A), and the evidentiary onus to provide a commercial explanation having not been discharged by the defendant, the court ordered restitution of the total value of such benefits for the benefit of company creditors.

Court Disposition

Unreasonable director-related transactions declared voidable; third defendant ordered to pay identified amounts to plaintiff companies and pay costs.

Orders

  • ['Declaration that each of the relevant transactions is an unreasonable director-related transaction within s 588FDA of the Corporations Act 2001 (Cth).' 'Declaration that each such transaction is voidable under s 588FE(6A) of the Corporations Act 2001 (Cth).' 'Order that the third defendant (Aaron Salvestrin) pay...