CIC Projects Pty Ltd v Eyre Kingston Pty Ltd [2023] FCA 800

CIC Projects Pty Ltd v Eyre Kingston Pty Ltd [2023] FCA 800

It was just and equitable to wind up Eyre Kingston Pty Ltd because the evidence showed a breakdown in the relationship between its two equal shareholders and deadlock in the management of its affairs, the Atria Development had been completed, the company's remaining activities would be limited to recovery of alleged or agreed liabilities and defence of claims, and both shareholders consented to the winding up.

Jurisdiction
Australia
Judgment Date
13 July 2023
Procedural Posture
Application to Wind Up a Company on the Just and Equitable Ground Under S 461(1)(k) of the Corporations Act 2001 (cth) / Hearing of Originating Process Filed on 15 June 2023; Winding Up Order Made by Consent of the Plaintiff and Second Defendant
Outcome
Eyre Kingston Pty Ltd was wound up on the just and equitable ground, and joint and several liquidators were appointed.
Legal Topics
['winding Up on Just and Equitable Ground' 'shareholder Deadlock' 'breakdown in Shareholder Relationship' 'appointment of Liquidators' 'costs in Winding Up']
['corporations' 'corporate Insolvency'] ['winding Up on Just and Equitable Ground' 'shareholder Deadlock' 'breakdown in Shareholder Relationship' 'appointment of Liquidators' 'costs in Winding Up']

Case Brief

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Procedural Posture

Application to Wind Up a Company on the Just and Equitable Ground Under S 461(1)(k) of the Corporations Act 2001 (cth) / Hearing of Originating Process Filed on 15 June 2023; Winding Up Order Made by Consent of the Plaintiff and Second Defendant

Legal Issues

  1. 1 ['Whether the Court had power under s 461(1)(k) of the Corporations Act 2001 (Cth) to wind up Eyre Kingston Pty Ltd on the ground that it was just and equitable to do so.' 'Whether it was appropriate to make a winding up order by consent where both shareholders agreed, but creditors and other third parties may be affected.' 'Whether evidence of breakdown in the relationship between shareholders and deadlock in management justified winding up.']

Ratio Decidendi

It was just and equitable to wind up Eyre Kingston Pty Ltd because the evidence showed a breakdown in the relationship between its two equal shareholders and deadlock in the management of its affairs, the Atria Development had been completed, the company's remaining activities would be limited to recovery of alleged or agreed liabilities and defence of claims, and both shareholders consented to the winding up.

Court Disposition

Eyre Kingston Pty Ltd was wound up on the just and equitable ground, and joint and several liquidators were appointed.

Orders

  • ["The hearing of the plaintiff's originating process filed on 15 June 2023 seeking orders winding up the first defendant is listed and heard by the Honourable Justice Jackson at the present hearing." 'The requirement to lodge notices under s 465A of the Corporations Act 2001 (Cth) is dispensed with.' 'Pursuant to s...