VRM Global Holdings Pty Ltd v Savannah AG Research Pty Ltd (Administrators Appointed), in the matter of Savannah AG Research Pty Ltd [2023] FCA 131

Federal Court of Australia

VRM Global Holdings Pty Ltd v Savannah AG Research Pty Ltd (Administrators Appointed), in the matter of Savannah AG Research Pty Ltd [2023] FCA 131 File number: QUD 306 of 2022

Judgment of: CHARLESWORTH J

Date of judgment: 23 February 2023

Catchwords: CORPORATIONS – resolution of directors under s 436A of the Corporations Act 2001 (Cth) for appointment of voluntary administrators to a company – application for relief by majority shareholder under s 447A and s 447C of the Act including declarations the resolution was or is invalid – shareholder alleging the directors did not have a genuine and bona fide opinion that the company was insolvent or likely to become insolvent at some time in the future – shareholder alleging the directors were motivated by an improper purpose – shareholder failing to discharge onus of proof on either basis – evidence showing the directors genuinely held the opinion as to future insolvency including because of the conduct of the shareholder in purporting to control the company's assets and business direction – preparations for appointment of administrators already near completion when the directors were issued with a notice to call an extraordinary general meeting – whether notice of extraordinary general meeting informed directors that their removal as directors would be affected at the EGM – whether appointment of administrators motivated by purpose of avoiding the directors' removal – shareholder's application dismissed. EVIDENCE – circumstances in which it is appropriate to apply the principles in Jones v Dunkel (1959) 101 CLR 298 in cases where a respondent party is self-represented and not notified of the applicant's intention to make a Jones v Dunkel submission in advance of the trial – principles in Jones v Dunkel not materially assisting the applicant in any event.