Davis-Jacenko v Roxy’s Bootcamp Pty Limited (No 2) [2024] NSWSC 827

Davis-Jacenko v Roxy’s Bootcamp Pty Limited (No 2) [2024] NSWSC 827

Given the irretrievable breakdown in the relationship between the company members, consent of the relevant parties, and principles established in the authorities cited, it is just and equitable to wind up the company and appoint liquidators. There is no basis for indemnity costs because the opposing parties' conduct was not unreasonable or improper under applicable legal standards.

Parties
Plaintiff/applicant: Roxy Davis-Jacenko; First Defendant/respondent: Roxy's Bootcamp Pty Ltd ACN 674 872 872; Second Defendant: Tleis Investments Group Pty Ltd in its own capacity and as trustee for the Tleis Trust; Third Defendant: Salameh Investments Pty Ltd in its own capacity and as trustee for the Salameh Family Trust
Jurisdiction
Australia
Judgment Date
03 July 2024
Procedural Posture
Corporations—winding Up Application / Final Judgment and Orders on Winding Up and Costs
Outcome
Company wound up; liquidators appointed; plaintiff's costs to be paid from company's property pursuant to s 466(2) Corporations Act 2001 (Cth)
Legal Topics
Winding Up on Just and Equitable Ground, Appointment of Liquidators, Breakdown of Relationship Between Members, Costs—indemnity and Ordinary Basis
Corporations Law Equity Winding Up on Just and Equitable Ground Appointment of Liquidators Breakdown of Relationship Between Members Costs—indemnity and Ordinary Basis

Case Brief

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Parties

Roxy Davis-Jacenko

Plaintiff/applicant

Roxy's Bootcamp Pty Ltd ACN 674 872 872

First Defendant/respondent

Tleis Investments Group Pty Ltd in its own capacity and as trustee for the Tleis Trust

Second Defendant

Salameh Investments Pty Ltd in its own capacity and as trustee for the Salameh Family Trust

Third Defendant

Procedural Posture

Corporations—winding Up Application / Final Judgment and Orders on Winding Up and Costs

Legal Issues

  1. 1 Whether it is just and equitable to wind up Roxy's Bootcamp Pty Ltd under s 461(1)(k) Corporations Act 2001 (Cth)
  2. 2 Whether liquidators should be appointed to the company
  3. 3 Whether notice and advertising requirements of winding up proceedings should be dispensed with

Ratio Decidendi

Given the irretrievable breakdown in the relationship between the company members, consent of the relevant parties, and principles established in the authorities cited, it is just and equitable to wind up the company and appoint liquidators. There is no basis for indemnity costs because the opposing parties' conduct was not unreasonable or improper under applicable legal standards.

Court Disposition

Company wound up; liquidators appointed; plaintiff's costs to be paid from company's property pursuant to s 466(2) Corporations Act 2001 (Cth)

Orders

  • Declare that the relationship between the members of the first defendant, Roxy's Bootcamp Pty Ltd ACN 674 872 872, has irretrievably broken down.
  • Order pursuant to s 461(1)(k) of the Corporations Act 2001 (Cth) that the first defendant, Roxy's Bootcamp Pty Ltd, be wound up.