BARTERCARD LIMITED v WILY & ANOR [2001] NSWCA 262

BARTERCARD LIMITED v WILY & ANOR [2001] NSWCA 262

The evidence supported the finding that Bartercard made proposals to BBX for dealing with the crisis caused by BBX's indebtedness and imminent collapse, including termination of the licence, transfer of the business, and deduction of $110,020 from BBX's debt, and that BBX through Mr Butcher accepted or acquiesced in...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
16 August 2001
Procedural Posture
Appeal in Corporations Winding Up Proceedings Concerning a Voidable Transaction and Unfair Preference / Appeal From Declaration and Orders of Austin J in the Supreme Court Equity Division
Outcome
Appeal dismissed with costs.
Legal Topics
['winding Up' 'voidable Transactions' 'unfair Preference' 'meaning of Transaction' 'equitable Estoppel' 'set Off' 'termination of Licence Agreement']
['corporations Law' 'insolvency' 'contract Law' 'equity'] ['winding Up' 'voidable Transactions' 'unfair Preference' 'meaning of Transaction' 'equitable Estoppel' 'set Off' 'termination of Licence Agreement']

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Procedural Posture

Appeal in Corporations Winding Up Proceedings Concerning a Voidable Transaction and Unfair Preference / Appeal From Declaration and Orders of Austin J in the Supreme Court Equity Division

Legal Issues

  1. 1 ["Whether the events of 28 August 1996 constituted an agreement or consensual arrangement between Bartercard and BBX rather than merely Bartercard's unilateral termination of the licence agreement." 'Whether the agreement or arrangement was a transaction for the purposes of s588FA and s588FE of the Corporations Law.' "Whether the transaction resulted in Bartercard receiving from BBX, in respect of an unsecured debt, more than it would receive if the transaction were set aside and Bartercard proved in BBX's winding up." 'Whether Bartercard received a relevant benefit from the arrangement despite its contention that any goodwill or customer base disappeared upon termination of the licence.']

Ratio Decidendi

The evidence supported the finding that Bartercard made proposals to BBX for dealing with the crisis caused by BBX's indebtedness and imminent collapse, including termination of the licence, transfer of the business, and deduction of $110,020 from BBX's debt, and that BBX through Mr Butcher accepted or acquiesced in those proposals. That arrangement had legal consequences, whether by contract or equitable estoppel, and was a transaction for the purposes of the Corporations Law. Because it was entered into when BBX was insolvent and within the six month relation-back period, and because it gave Bartercard the benefit of the business and the set-off or value represented by $110,020,...

Court Disposition

Appeal dismissed with costs.

Orders

  • ['Appeal dismissed with costs.']