M & S Butler Investments Pty Ltd & Ors v Granny May's Franchising Pty Ltd & Ors [1997] FCA 901

FEDERAL COURT OF AUSTRALIA

CORPORATIONS - Application for termination of deed of company arrangement - whether deed is unfairly discriminatory or unfairly prejudicial or oppressive - purpose of the deed was to spare the directors their obligations as guarantors - provision unfairly discriminatory within s 445D(1)(f) of the Corporations Law ('the Law') - directors' proposal provided that "all tangible assets of the company vest in the administrator to be dealt with under the terms of the deed of company arrangement" - no deed in existence at the time of resolution to vote in favour of the execution of the deed - whether provisions of the deed infect the validity of the deed to the extent that it ought to be terminated - administrator obliged to put before the creditors all material facts and circumstances to enable the creditors to make a fully informed decision - non-compliance with s 439A(4)(c) of the Law.

Corporations Law, ss 439A, 445D

Re Andersens Home Furnishing Co Pty Ltd (1996) 14 ACLC 1710 Emanuele v ASC (1995) 63 FCR 54 Molit (No 55) Pty Ltd v Lam Soon Australia Pty Ltd (admr apptd)19 ACSR 160 Deputy Commissioner of Taxation (Cth) v Comcorp Australia 21 ACSR 591

M & S BUTLER INVESTMENTS PTY LTD & ORS v GRANNY MAY'S FRANCHISING PTY LTD & ORS

QG 136 of 1996

SPENDER J

5 SEPTEMBER 1997

BRISBANE

IN THE FEDERAL COURT OF AUSTRALIA

QUEENSLAND DISTRICT REGISTRY QG 136 of 1996

BETWEEN: M & S BUTLER INVESTMENTS PTY LTD

acn 066 688 211

First Applicant

MARK BUTLER & SHAUNA BUTLER

Second Applicants

JACK STEWART & JANN STEWART

Third Applicants

AND: GRANNY MAY'S FRANCHISING PTY LTD

ACN 003 917 879

First Respondent

MICHAEL TENNER

Second Respondent