James, in the matter of Liquor National Pty Ltd (in liq) v Liquor National Pty Ltd (in liq) (No 2) [2017] FCA 1154

James, in the matter of Liquor National Pty Ltd (in liq) v Liquor National Pty Ltd (in liq) (No 2) [2017] FCA 1154

It is just and beneficial to appoint a special purpose liquidator since certain affairs of the Rabobank companies require investigation and funding is only assured if a special purpose liquidator is appointed as opposed to the Rabobank liquidators; submissions against the appointment are not persuasive; winding up James Estate Wines is just and equitable.

Parties
Plaintiff: David Anthony James; First Defendant: Liquor National Pty Ltd (in liquidation) (ACN 100 586 776); Second Defendant: Wine National Pty Ltd (in liquidation) (ACN 100 586 785); Third Defendant: Print National Pty Ltd (in liquidation) (ACN 132 502 697); Fourth Defendant: Print National Australia Pty Ltd (in liquidation) (ACN 107 512 649); Fifth Defendant: Australian Services and Investments Commission; First Interested Person: Rabobank Australia Limited; Second Interested Person: Richard Stone; Third Interested Person: Peter William Marsden; Fourth Interested Person: ANZ Banking Group Limited
Jurisdiction
Australia
Judgment Date
29 September 2017
Procedural Posture
Corporations Proceedings / Application for Appointment of Special Purpose Liquidator
Outcome
Plaintiff's application to appoint special purpose liquidator granted; company wound up on just and equitable grounds.
Legal Topics
Appointment of Special Purpose Liquidator, Winding Up of Company, Just and Equitable Ground, Investigation of Company Affairs
Corporations Appointment of Special Purpose Liquidator Winding Up of Company Just and Equitable Ground Investigation of Company Affairs

Case Brief

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Parties

David Anthony James

Plaintiff

Liquor National Pty Ltd (in liquidation) (ACN 100 586 776)

First Defendant

Wine National Pty Ltd (in liquidation) (ACN 100 586 785)

Second Defendant

Print National Pty Ltd (in liquidation) (ACN 132 502 697)

Third Defendant

Print National Australia Pty Ltd (in liquidation) (ACN 107 512 649)

Fourth Defendant

Australian Services and Investments Commission

Fifth Defendant

Rabobank Australia Limited

First Interested Person

Richard Stone

Second Interested Person

Peter William Marsden

Third Interested Person

ANZ Banking Group Limited

Fourth Interested Person

Procedural Posture

Corporations Proceedings / Application for Appointment of Special Purpose Liquidator

Legal Issues

  1. 1 Whether a special purpose liquidator should be appointed under s 511 of the Corporations Act 2001 (Cth)
  2. 2 Whether the appointment is just and beneficial within meaning of s 511(2)
  3. 3 Whether the company should be wound up on the ground that it is just and equitable

Ratio Decidendi

It is just and beneficial to appoint a special purpose liquidator since certain affairs of the Rabobank companies require investigation and funding is only assured if a special purpose liquidator is appointed as opposed to the Rabobank liquidators; submissions against the appointment are not persuasive; winding up James Estate Wines is just and equitable.

Court Disposition

Plaintiff's application to appoint special purpose liquidator granted; company wound up on just and equitable grounds.

Orders

  • Plaintiff to file and serve proposed orders reflecting reasons for judgment within seven days.
  • James Estate Wines Pty Ltd to be wound up on just and equitable ground.