Vopak Terminal Darwin Pty Limited v Natural Fuels Darwin Pty Limited (Subject to Deed of Company Arrangement) [2009] FCA 742

FEDERAL COURT OF AUSTRALIA

Vopak Terminal Darwin Pty Limited v Natural Fuels Darwin Pty Limited (Subject to Deed of Company Arrangement) [2009] FCA 742

PROPERTY – tenants' fixtures – Sublease – Sublessee subject to deed of company arrangement (DOCA) – Sublessor terminated Sublease – provision of Sublease entitling Sublessor to remove and sell Sublessee's fixtures – Sublessor proposing to sell the fixtures to incoming new Sublessee – claim by DOCA Administrators of Sublessee that Sublessee had "intellectual property" which would be infringed by the sale – claim by the Administrators to have equitable claim in respect of their work in attempting to find a buyer of the fixtures – in fact the entity with which they were negotiating was the entity to which Sublessor ultimately agreed to sell the fixtures and to grant a sublease – position of Head Lessor. Held: (1) The items in question were fixtures; (2) They were the Sublessee's fixtures; (3) Neither Sublessee nor Administrators entitled to prevent sale by Sublessor.

COURTS – jurisdiction of Federal Court to adjudicate upon dispute between lessor and administrators of lessee company (subject to deed of company arrangement) in relation to fixtures – ss 447A, 447E, 1337B of Corporations Act 2001 (Cth). Corporations Act 2001 (Cth) ss 447A, 447B, 447E, 1337B Judiciary Act 1903 (Cth) s 39B(1A)(c) Auckland City Council v Ports of Auckland Ltd [2000] 3 NZLR 614 cited Austral Pacific Group Ltd (in liq) v Airservices Australia (2000) 203 CLR 136cited Australian Prudential Assurance Co Ltd v Coroneo (1938) 38 SR(NSW) 700 followed NH Dunn Pty Ltd v LM Ericsson Pty Ltd (1979) 2 BPR 9241 referred to Elitestone Ltd v Morris [1997] 1 WLR 687 cited Eye Corp Australia Pty Ltd v Goliath Investments Pty Ltd (2006) 12 BPR 23, 949 cited Lees & Leech Pty Ltd v Commissioner of Taxation (1997) 73 FCR 136cited