Australian Securities Commission v Rohani, Rohyeh & Ors [1998] FCA 1432

Australian Securities Commission v Rohani, Rohyeh & Ors [1998] FCA 1432

There was a justifiable lack of confidence in the conduct and management of the third respondent's affairs given the pattern of payments without consideration between related entities, and the absence of any legitimate commercial purpose, satisfying the 'just and equitable' ground for winding up the third respondent. The appointment of a receiver to the first respondent's assets was not warranted given the continuance of a mareva injunction and other practical issues.

Parties
Applicant: Australian Securities Commission; First Respondent: Rohyeh Rohani; Second Respondent: Hamish Baker Real Estate Pty Limited; Third Respondent: Global Finance Corporation Pty Limited
Jurisdiction
Australia
Judgment Date
04 September 1998
Procedural Posture
Corporations Winding Up Application / Judgment Following Contested Hearing
Outcome
Order for winding up of the third respondent; application for appointment of receiver refused; mareva injunction against first respondent to continue until further order.
Legal Topics
Winding Up on Just and Equitable Ground, Appointment of Receiver, Mareva Injunction, Director's Duties, Voidable Transactions
Corporations Law Winding Up on Just and Equitable Ground Appointment of Receiver Mareva Injunction Director's Duties Voidable Transactions

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Parties

Australian Securities Commission

Applicant

Rohyeh Rohani

First Respondent

Hamish Baker Real Estate Pty Limited

Second Respondent

Global Finance Corporation Pty Limited

Third Respondent

Procedural Posture

Corporations Winding Up Application / Judgment Following Contested Hearing

Legal Issues

  1. 1 Whether it is just and equitable to wind up the third respondent company
  2. 2 Whether a mareva injunction or appointment of receiver is appropriate to protect assets pending winding up
  3. 3 Whether transactions between related entities were for legitimate commercial purpose or without consideration

Ratio Decidendi

There was a justifiable lack of confidence in the conduct and management of the third respondent's affairs given the pattern of payments without consideration between related entities, and the absence of any legitimate commercial purpose, satisfying the 'just and equitable' ground for winding up the third respondent. The appointment of a receiver to the first respondent's assets was not warranted given the continuance of a mareva injunction and other practical issues.

Court Disposition

Order for winding up of the third respondent; application for appointment of receiver refused; mareva injunction against first respondent to continue until further order.

Orders

  • The third respondent be wound up.
  • Existing mareva injunction against the first respondent to continue until further order.