In the matter of Cartwright Transport Pty Ltd [2019] NSWSC 1367

In the matter of Cartwright Transport Pty Ltd [2019] NSWSC 1367

The company was wound up on the just and equitable ground because there was an irretrievable breakdown between its equal shareholders and directors, the company's affairs were deadlocked and paralysed, its financial position was parlous and solvency doubtful, it could not properly address significant compliance issues, and there was legitimate concern about the absence of an Australian resident director; no other suitable remedy was available and the plaintiff acted reasonably in seeking winding up.

Jurisdiction
Australia
Judgment Date
08 October 2019
Procedural Posture
Application for Winding Up of a Company on the Just and Equitable Ground and Appointment of Liquidators / Final Orders; Ex Tempore Principal Judgment
Outcome
Application granted; Cartwright Transport Pty Ltd wound up and liquidators appointed.
Legal Topics
['winding Up on Just and Equitable Ground' 'appointment of Liquidators' 'shareholder and Director Deadlock' 'dispensing With Notice of Winding Up Application' 'australian Resident Director Requirement']
['corporations Law' 'insolvency'] ['winding Up on Just and Equitable Ground' 'appointment of Liquidators' 'shareholder and Director Deadlock' 'dispensing With Notice of Winding Up Application' 'australian Resident Director Requirement']

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Procedural Posture

Application for Winding Up of a Company on the Just and Equitable Ground and Appointment of Liquidators / Final Orders; Ex Tempore Principal Judgment

Legal Issues

  1. 1 ['Whether Cartwright Transport Pty Ltd should be wound up on the just and equitable ground under s 461(1)(k) of the Corporations Act 2001 (Cth).' 'Whether Cartwright Holdings Limited had standing as a contributory to seek winding up.' 'Whether the Court should appoint liquidators under s 472(1) of the Corporations Act 2001 (Cth).' 'Whether requirements to advertise or publish notice of the application and to lodge notice of the application should be dispensed with under s 467(3)(b) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The company was wound up on the just and equitable ground because there was an irretrievable breakdown between its equal shareholders and directors, the company's affairs were deadlocked and paralysed, its financial position was parlous and solvency doubtful, it could not properly address significant compliance issues, and there was legitimate concern about the absence of an Australian resident director; no other suitable remedy was available and the plaintiff acted reasonably in seeking winding up.

Court Disposition

Application granted; Cartwright Transport Pty Ltd wound up and liquidators appointed.

Orders

  • ['Pursuant to s 461(1)(k) of the Corporations Act 2001 (Cth) ("Act") Cartwright Transport Pty Ltd ACN 616 830 114 ("Company") be wound up.' 'Pursuant to s 472(1) of the Act, Barry Kogan and Katherine Sozou are appointed as liquidators of the company.' 'Pursuant to s 472(6) of the Act, declare that anything that is...