Stephen Richard O’Ryan v Greg Ray Golding [2019] NSWSC 1229

Stephen Richard O’Ryan v Greg Ray Golding [2019] NSWSC 1229

The shareholders in the company title company were in entrenched and apparently irresolvable deadlock after years of dispute; the deed to convert the company title to strata title had not been implemented; the building needed repairs; and the parties could not agree on the building contract or a way forward despite opportunities to do so. It was therefore just and equitable, and necessary, to wind up Wentworth Place Pty Ltd under section 461(1)(k) of the Corporations Act 2001 (Cth).

Jurisdiction
Australia
Judgment Date
12 September 2019
Procedural Posture
Winding Up Application in the Equity Technology and Construction List / Motion Amended to Seek Appointment of Liquidators; Principal Judgment
Outcome
Third defendant placed under winding up order on the just and equitable basis.
Legal Topics
['winding Up on Just and Equitable Basis' 'shareholder Deadlock' 'company Title Conversion to Strata Title' 'appointment of Liquidators']
['corporations Law' 'equity' 'company Title Property'] ['winding Up on Just and Equitable Basis' 'shareholder Deadlock' 'company Title Conversion to Strata Title' 'appointment of Liquidators']

Case Brief

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Procedural Posture

Winding Up Application in the Equity Technology and Construction List / Motion Amended to Seek Appointment of Liquidators; Principal Judgment

Legal Issues

  1. 1 ['Whether Wentworth Place Pty Ltd should be wound up on the just and equitable basis under section 461(1)(k) of the Corporations Act 2001 (Cth).' 'Whether the deadlock between shareholders prevented rational continuation of the company title arrangement, strata conversion and necessary building repairs.']

Ratio Decidendi

The shareholders in the company title company were in entrenched and apparently irresolvable deadlock after years of dispute; the deed to convert the company title to strata title had not been implemented; the building needed repairs; and the parties could not agree on the building contract or a way forward despite opportunities to do so. It was therefore just and equitable, and necessary, to wind up Wentworth Place Pty Ltd under section 461(1)(k) of the Corporations Act 2001 (Cth).

Court Disposition

Third defendant placed under winding up order on the just and equitable basis.

Orders

  • ['Wentworth Place Pty Ltd was ordered to be wound up.' 'Messers John Edgar McInerney and Philip Campbell-Wilson were appointed liquidators.' 'Operation of the winding up order was stayed initially until 2.05 pm on 12 September 2019, then further to 12.45 pm on 13 September 2019, and then until 10.15 am on Tuesday,...