In the matter of SBL Solutions Pty Ltd (subject to a deed of company arrangement) [2021] NSWSC 1002

In the matter of SBL Solutions Pty Ltd (subject to a deed of company arrangement) [2021] NSWSC 1002

The plaintiffs have not established that setting aside the DOCA, or replacing it with liquidation, would result in a materially better outcome for creditors as a whole. The evidence does not show a real prospect of recoveries from further investigations or litigation, and given the costs already incurred, the return under the DOCA is not materially less than, and is probably better than, the return under liquidation. No grounds were made out under s 445D, s 447A, or s 75-41 to justify terminating the DOCA.

Parties
Plaintiff: Wind Turbine Services Australia Pty Ltd; Plaintiff: Cosmic Wind Services Pty Ltd; First Defendant: SBL Solutions Pty Ltd (subject to a deed of company arrangement); Second Defendant: Vincent Pirina; Third Defendant: Steve Naidenov; Fourth Defendant: SBL Solutions Services Pty Ltd
Jurisdiction
Australia
Judgment Date
11 August 2021
Procedural Posture
Corporations – Voluntary Administration / Application to Set Aside Deed of Company Arrangement
Outcome
Proceedings dismissed with costs.
Legal Topics
Voluntary Administration, Deed of Company Arrangement, Setting Aside Resolution, Winding Up Application, Related Creditor Voting, Oppression, Unfair Prejudice or Discrimination Against Creditors, Investigation of Breach of Directors' Duties, Insolvent Trading, Preference Claims
Corporations Insolvency Voluntary Administration Deed of Company Arrangement Setting Aside Resolution Winding Up Application Related Creditor Voting Oppression, Unfair Prejudice or Discrimination Against Creditors +3 more

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Parties

Wind Turbine Services Australia Pty Ltd

Plaintiff

Cosmic Wind Services Pty Ltd

Plaintiff

SBL Solutions Pty Ltd (subject to a deed of company arrangement)

First Defendant

Vincent Pirina

Second Defendant

Steve Naidenov

Third Defendant

SBL Solutions Services Pty Ltd

Fourth Defendant

Procedural Posture

Corporations – Voluntary Administration / Application to Set Aside Deed of Company Arrangement

Legal Issues

  1. 1 Whether the deed of company arrangement (DOCA) should be set aside under s 445D or s 447A of the Corporations Act 2001 (Cth) or s 75-41 of the Insolvency Practice Schedule (Corporations)
  2. 2 Whether the resolution varying the DOCA was contrary to the interests of creditors or unreasonably prejudicial to dissenting creditors
  3. 3 Whether termination of the DOCA and winding up would result in a materially better return to creditors than the DOCA

Ratio Decidendi

The plaintiffs have not established that setting aside the DOCA, or replacing it with liquidation, would result in a materially better outcome for creditors as a whole. The evidence does not show a real prospect of recoveries from further investigations or litigation, and given the costs already incurred, the return under the DOCA is not materially less than, and is probably better than, the return under liquidation. No grounds were made out under s 445D, s 447A, or s 75-41 to justify terminating the DOCA.

Court Disposition

Proceedings dismissed with costs.

Orders

  • Proceedings to set aside the Deed of Company Arrangement dismissed with costs.