In the matter of The Skippy Film Company Pty Limited [2017] NSWSC 646

In the matter of The Skippy Film Company Pty Limited [2017] NSWSC 646

The evidence established an irretrievable breakdown between the directors and shareholders and a deadlock in the affairs of the Company, which no longer traded and could not pursue the Skippy feature film or similar project contemplated by the shareholders agreement. It was therefore appropriate to wind up the Company on the just and equitable ground. Because the only liabilities were shareholder loans and script writing fees, the relevant shareholders were parties and consented, and there was no realistic prospect of a creditor opposing the application, no substantive purpose would be served by lodging notice with ASIC, serving the Company, or advertising or publishing the application,...

Jurisdiction
Australia
Judgment Date
23 May 2017
Procedural Posture
Application for Winding Up on the Just and Equitable Ground Under S 461(1)(k) of the Corporations Act 2001 (cth) / Principal Judgment; Orders Made by Consent
Outcome
The Company was ordered to be wound up, Giles Woodgate was appointed liquidator, notice, service and advertisement requirements were dispensed with, there was no order as to costs, and the proceeding was otherwise dismissed.
Legal Topics
['winding Up on Just and Equitable Ground' 'irretrievable Breakdown Between Directors and Shareholders' 'corporate Deadlock' 'appointment of Liquidator' 'dispensing With Notice, Service and Advertisement Requirements']
['corporations Law' 'external Administration'] ['winding Up on Just and Equitable Ground' 'irretrievable Breakdown Between Directors and Shareholders' 'corporate Deadlock' 'appointment of Liquidator' 'dispensing With Notice, Service and Advertisement Requirements']

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Procedural Posture

Application for Winding Up on the Just and Equitable Ground Under S 461(1)(k) of the Corporations Act 2001 (cth) / Principal Judgment; Orders Made by Consent

Legal Issues

  1. 1 ['Whether the Company should be wound up on the just and equitable ground under s 461(1)(k) of the Corporations Act 2001 (Cth).' 'Whether the requirements to lodge notification of the application with ASIC, serve the application on the Company, and advertise or publish notice of the application should be dispensed with.']

Ratio Decidendi

The evidence established an irretrievable breakdown between the directors and shareholders and a deadlock in the affairs of the Company, which no longer traded and could not pursue the Skippy feature film or similar project contemplated by the shareholders agreement. It was therefore appropriate to wind up the Company on the just and equitable ground. Because the only liabilities were shareholder loans and script writing fees, the relevant shareholders were parties and consented, and there was no realistic prospect of a creditor opposing the application, no substantive purpose would be served by lodging notice with ASIC, serving the Company, or advertising or publishing the application,...

Court Disposition

The Company was ordered to be wound up, Giles Woodgate was appointed liquidator, notice, service and advertisement requirements were dispensed with, there was no order as to costs, and the proceeding was otherwise dismissed.

Orders

  • ['Pursuant to s 461(1)(k) of the Corporations Act 2001 (Cth) (the Act), order that the first defendant, The Skippy Film Company Pty Limited (ACN 141 058 326) (the Company) be wound up.' 'Pursuant to s 472(1) of the Act, order that Giles Woodgate be appointed liquidator of the Company.' 'Pursuant to s 467(3)(b) of...