In the matter of Jury & Spiers Proprietary Limited [2016] NSWSC 900

In the matter of Jury & Spiers Proprietary Limited [2016] NSWSC 900

Where a company, dissolved following voluntary winding up pursuant to s 411(5) of the Companies (South Australia) Code prior to 1 January 1991, is sought to be reinstated for the purpose of litigation, the Supreme Court of New South Wales (by reason of the cross-vesting scheme) has jurisdiction to declare the dissolution void under s 458 of the 1981 SA Code and may appoint a new liquidator, provided the substantive and procedural requirements of that provision are met, and there is no legislative repeal of the relevant Code in the originating state.

Jurisdiction
Australia
Judgment Date
29 June 2016
Procedural Posture
Principal Judgment / Decision; Application for Order Declaring Company Dissolution Void and Appointment of Liquidator
Outcome
Orders made declaring dissolution void and appointing new liquidator
Legal Topics
['dissolution of Company' 'reinstatement of Company' 'jurisdiction of Courts' 'appointment of Liquidator']
['corporations Law' 'equity'] ['dissolution of Company' 'reinstatement of Company' 'jurisdiction of Courts' 'appointment of Liquidator']

Case Brief

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Procedural Posture

Principal Judgment / Decision; Application for Order Declaring Company Dissolution Void and Appointment of Liquidator

Legal Issues

  1. 1 ['Whether the court has jurisdiction to declare void the dissolution of Jury & Spiers Proprietary Limited under the Companies (South Australia) Code after its deregistration in 1983' 'Whether the procedural pathway is under s 458 (voiding dissolution) or s 459(6) (reinstatement) of the 1981 SA Code' 'Whether the applicant establishes sufficient justification for declaring the dissolution void and appointing a new liquidator']

Ratio Decidendi

Where a company, dissolved following voluntary winding up pursuant to s 411(5) of the Companies (South Australia) Code prior to 1 January 1991, is sought to be reinstated for the purpose of litigation, the Supreme Court of New South Wales (by reason of the cross-vesting scheme) has jurisdiction to declare the dissolution void under s 458 of the 1981 SA Code and may appoint a new liquidator, provided the substantive and procedural requirements of that provision are met, and there is no legislative repeal of the relevant Code in the originating state.

Court Disposition

Orders made declaring dissolution void and appointing new liquidator

Orders

  • ['Pursuant to Companies (South Australia) Code, s 458, the dissolution of Jury & Spiers Proprietary Limited is declared void.' 'David Ian Mansfield of Deloitte Touche Tohmatsu is appointed liquidator of the company.']