In the matter of ACN 003 671 387 and ACN 008 664 257 [2004] NSWSC 368

In the matter of ACN 003 671 387 and ACN 008 664 257 [2004] NSWSC 368

Leave was appropriate because the liquidator had made full disclosure, had first made substantial unsuccessful efforts to obtain litigation funding or a third party sale, the transaction appeared better than other proposals, SCD was the sole shareholder and former only external creditor, SCD had released its debts and fully supported the transaction, and no other person was interested in the winding up. Termination was appropriate because the companies would have no debts, would exist only to pursue the Claims, and the order was not inimical to creditors, contributories, the liquidator or the public.

Jurisdiction
Australia
Judgment Date
04 May 2004
Procedural Posture
Corporations Winding Up Application / Application by Liquidator for Leave to Enter Into Share Sale Deeds and for Termination of Winding Up
Outcome
Leave granted to enter into transactions; orders for termination of winding up.
Legal Topics
['winding Up' 'liquidator Self Dealing' 'fiduciary Duties' 'officer of the Court' 'termination of Winding Up' 'leave to Enter Transaction']
['corporations Law' 'equity'] ['winding Up' 'liquidator Self Dealing' 'fiduciary Duties' 'officer of the Court' 'termination of Winding Up' 'leave to Enter Transaction']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations Winding Up Application / Application by Liquidator for Leave to Enter Into Share Sale Deeds and for Termination of Winding Up

Legal Issues

  1. 1 ['Whether the Court had power to grant leave to a court-appointed liquidator to enter into or complete transactions for his personal or firm benefit concerning companies in liquidation.' "Whether leave should be granted where the liquidator proposed to cause Delamere Corporation Pty Ltd, the trustee of his firm's service trust, to acquire shares in the companies." 'Whether the winding up of ACN 003 671 387 Pty Ltd and ACN 008 664 257 Pty Ltd should be terminated.']

Ratio Decidendi

Leave was appropriate because the liquidator had made full disclosure, had first made substantial unsuccessful efforts to obtain litigation funding or a third party sale, the transaction appeared better than other proposals, SCD was the sole shareholder and former only external creditor, SCD had released its debts and fully supported the transaction, and no other person was interested in the winding up. Termination was appropriate because the companies would have no debts, would exist only to pursue the Claims, and the order was not inimical to creditors, contributories, the liquidator or the public.

Court Disposition

Leave granted to enter into transactions; orders for termination of winding up.

Orders

  • ['Leave granted to Mr Sheahan to cause Delamere Corporation Pty Ltd to enter into or complete the two share sale deeds.' 'Orders made for termination of the winding up of ACN 003 671 387 Pty Ltd and ACN 008 664 257 Pty Ltd, effective on the date of the orders.' 'Confidentiality orders made in respect of the...