Ausino International Pty Ltd v Apex Sports Pty Ltd [2007] NSWSC 289

Ausino International Pty Ltd v Apex Sports Pty Ltd [2007] NSWSC 289

It was manifestly unreasonable for the chairperson to refrain from exercising the casting vote in accordance with the stated, rational inclination to terminate the deed of company arrangement and wind up the company; therefore, pursuant to s.600C(3)(a) of the Corporations Act 2001 (Cth), the court orders that the resolution is taken to have been passed.

Parties
Plaintiff: Ausino International Pty Ltd; First Defendant: Apex Sports Pty Ltd; Second Defendant: Ronald John Dean-Willcocks; Third Defendant: Adam Shepard; Fourth Defendant: Jack Anthony Barry
Jurisdiction
Australia
Judgment Date
30 March 2007
Procedural Posture
Application for Orders Under the Corporations Act 2001 (cth) Concerning a Deed of Company Arrangement / Final Judgment
Outcome
Order made deeming resolution passed; deed terminated, company to be wound up.
Legal Topics
Deeds of Company Arrangement, Creditors' Meetings, Exercise of Casting Vote, Winding Up
Corporations Deeds of Company Arrangement Creditors' Meetings Exercise of Casting Vote Winding Up

Case Brief

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Parties

Ausino International Pty Ltd

Plaintiff

Apex Sports Pty Ltd

First Defendant

Ronald John Dean-Willcocks

Second Defendant

Adam Shepard

Third Defendant

Jack Anthony Barry

Fourth Defendant

Procedural Posture

Application for Orders Under the Corporations Act 2001 (cth) Concerning a Deed of Company Arrangement / Final Judgment

Legal Issues

  1. 1 Whether the chairperson failed to exercise the casting vote as required
  2. 2 Whether the court should make an order under s 600C(3)(a) of the Corporations Act 2001 (Cth) deeming the resolution that the deed of company arrangement be terminated and the company be wound up to have been passed

Ratio Decidendi

It was manifestly unreasonable for the chairperson to refrain from exercising the casting vote in accordance with the stated, rational inclination to terminate the deed of company arrangement and wind up the company; therefore, pursuant to s.600C(3)(a) of the Corporations Act 2001 (Cth), the court orders that the resolution is taken to have been passed.

Court Disposition

Order made deeming resolution passed; deed terminated, company to be wound up.

Orders

  • Order pursuant to s.600C(3)(a) of the Corporations Act 2001 that the resolution 'That the deed of company arrangement be terminated and the company be wound up' is taken to have been passed at the meeting of creditors of Apex Sports Pty Ltd on 21 November 2006.