Francis v Blue Ribbon Enterprises (NSW) Pty Limited [2009] FCA 1364

Francis v Blue Ribbon Enterprises (NSW) Pty Limited [2009] FCA 1364

Because the Bankrupt's beneficial ownership of the only issued share in Blue Ribbon vested in the Trustees on bankruptcy, the Trustees were persons aggrieved by Blue Ribbon's deregistration and it was just to reinstate the company. The Trustees were entitled to correction of the register to record them as holder of the Bankrupt's share. Once Blue Ribbon was reinstated and the register corrected, the Trustees had standing as holder of the only issued share, and because the only director and secretary was bankrupt and unable to hold office, it was just and equitable to wind up Blue Ribbon and appoint liquidators so the money held by ASIC in respect of the company could be delivered to the...

Jurisdiction
Australia
Judgment Date
30 October 2009
Procedural Posture
Application Under the Bankruptcy Act 1966 (cth) and the Corporations Act 2001 (cth) Concerning Reinstatement and Winding Up of a Deregistered Company / Final Orders and Reasons for Judgment
Outcome
Application granted; Blue Ribbon's registration reinstated, its share register corrected, the company wound up, liquidators appointed, ASIC directed to deliver company money to the liquidators, and applicants' costs ordered to be paid out of company assets.
Legal Topics
["vesting of Bankrupt's Property in Trustees" 'reinstatement of Deregistered Company' 'person Aggrieved by Deregistration' 'correction of Register of Members' 'just and Equitable Winding Up' 'appointment of Liquidators' 'property Vested in ASIC on Deregistration']
['bankruptcy' 'corporations' 'insolvency'] ["vesting of Bankrupt's Property in Trustees" 'reinstatement of Deregistered Company' 'person Aggrieved by Deregistration' 'correction of Register of Members' 'just and Equitable Winding Up' 'appointment of Liquidators' 'property Vested in ASIC on Deregistration']

Case Brief

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Procedural Posture

Application Under the Bankruptcy Act 1966 (cth) and the Corporations Act 2001 (cth) Concerning Reinstatement and Winding Up of a Deregistered Company / Final Orders and Reasons for Judgment

Legal Issues

  1. 1 ["Whether the Trustees were persons aggrieved within s 601AH(2) of the Corporations Act 2001 (Cth) and whether it was just to reinstate Blue Ribbon's registration." "Whether beneficial ownership of the share registered in the Bankrupt's name vested in the Trustees under the Bankruptcy Act 1966 (Cth)." 'Whether the register of members should be corrected under s 175 of the Corporations Act 2001 (Cth) to record the Trustees as holder of the share.' 'Whether, after reinstatement and correction of the register, the Trustees had standing to seek a winding up order and whether it was just and equitable to wind up Blue Ribbon.' 'Whether ASIC should deliver money held in respect of Blue Ribbon to the liquidators.']

Ratio Decidendi

Because the Bankrupt's beneficial ownership of the only issued share in Blue Ribbon vested in the Trustees on bankruptcy, the Trustees were persons aggrieved by Blue Ribbon's deregistration and it was just to reinstate the company. The Trustees were entitled to correction of the register to record them as holder of the Bankrupt's share. Once Blue Ribbon was reinstated and the register corrected, the Trustees had standing as holder of the only issued share, and because the only director and secretary was bankrupt and unable to hold office, it was just and equitable to wind up Blue Ribbon and appoint liquidators so the money held by ASIC in respect of the company could be delivered to the...

Court Disposition

Application granted; Blue Ribbon's registration reinstated, its share register corrected, the company wound up, liquidators appointed, ASIC directed to deliver company money to the liquidators, and applicants' costs ordered to be paid out of company assets.

Orders

  • ['Declares that the Applicants are Trustees of the Property of Graeme Martin, a Bankrupt, as persons aggrieved within the terms of s 601AH(2)(i) of the Corporations Act 2001 (Cth) in respect of the affairs Blue Ribbon Enterprises (NSW) Pty Limited.' 'Orders that the registration of Blue Ribbon Enterprises (NSW) Pty...