In the matter of VG Sotir Investments Pty Limited [2017] NSWSC 1381

In the matter of VG Sotir Investments Pty Limited [2017] NSWSC 1381

The Plaintiff is found to be a person aggrieved by the deregistration of the Company, as he has identified a plausible unjust enrichment claim of the estate against it. However, reinstatement is only just if the Company is reinstated into liquidation with a liquidator appointed and funded by the Plaintiff to meet claims and defenses, given the deadlock between directors and the deficiency of assets.

Parties
Plaintiff: Vlasios Vasilios Sotiropoulos; First Defendant: Australian Securities and Investments Commission; Second Defendant: Georgios Vasilios Sotiropoulos
Jurisdiction
Australia
Judgment Date
15 September 2017
Procedural Posture
Corporations – Reinstatement Application / Interlocutory – Application Stood Over Pending Compliance (consent of Liquidator, Funding Undertaking)
Outcome
Matter stood over for Plaintiff to provide consent of liquidator and any funding undertaking as precondition for reinstatement.
Legal Topics
Company Reinstatement, Trustees and Trusts, Unjust Enrichment
Corporations Law Equity Company Reinstatement Trustees and Trusts Unjust Enrichment

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Parties

Vlasios Vasilios Sotiropoulos

Plaintiff

Australian Securities and Investments Commission

First Defendant

Georgios Vasilios Sotiropoulos

Second Defendant

Procedural Posture

Corporations – Reinstatement Application / Interlocutory – Application Stood Over Pending Compliance (consent of Liquidator, Funding Undertaking)

Legal Issues

  1. 1 Whether Plaintiff is a person aggrieved for the purposes of s 601AH(2) of the Corporations Act 2001
  2. 2 Whether it is just to reinstate VG Sotir Investments Pty Ltd under s 601AH(2) of the Corporations Act 2001
  3. 3 Appropriate conditions for reinstatement, including appointment and funding of a liquidator

Ratio Decidendi

The Plaintiff is found to be a person aggrieved by the deregistration of the Company, as he has identified a plausible unjust enrichment claim of the estate against it. However, reinstatement is only just if the Company is reinstated into liquidation with a liquidator appointed and funded by the Plaintiff to meet claims and defenses, given the deadlock between directors and the deficiency of assets.

Court Disposition

Matter stood over for Plaintiff to provide consent of liquidator and any funding undertaking as precondition for reinstatement.

Orders

  • Plaintiff to provide consent of liquidator and funding undertaking before reinstatement.
  • Plaintiff to pay Second Defendant's costs of and incidental to preparation for and attendance at the hearing on 27 July 2017.