In the matter of Crow Inn Pty Limited [2020] NSWSC 601

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Crow Inn Pty Limited [2020] NSWSC 601 Hearing dates: 15 May 2020 Date of orders: 15 May 2020 Decision date: 15 May 2020 Jurisdiction: Equity - Corporations List Before: Rees J Decision: Appointment of receiver to Crow Inn Pty Ltd; refuse application to appoint provisional liquidator to Puddy Pty Ltd and a receiver to The Puddy Trust. Catchwords: CORPORATIONS – appointment of provisional liquidators – appointment of receivers – principles at [44]-[53] – differences between receiver and provisional manager at [49]-[50], [62]

CORPORATIONS – solvent – intractable dispute between directors / members of family companies – alleged conflict of interest – deadlock – director / general manager resigns as manager of hotel but continues to operate as defacto manager and objects to other director being involved in management – director / general manager and wife make $1.65M claim for backpay – directors unable to agree on interim regime – one company landholding only – parties able to attend to simple affairs of landholding company – important to avoid event of default on landholding company's loan – operational company needs independent official to maintain status quo until hearing – undertakings offered by director / general manager unlikely to work for any length of time –receiver appointed Legislation Cited: Corporations Act 2001 (Cth), s 233, 472 Cases Cited: Accurate Financial Consultants Pty Ltd v Koko Black Pty Ltd (2008) 66 ACSR 325; [2008] VSCA 86 Australian Securities and Investments Commission (ASIC) v ActiveSuper Pty Limited (No 2) (2013) 93 ACSR 189; [2013] FCA 234 Australian Securities Commission v Solomon (1996) 19 ACSR 73 Boyd v Feeney [2017] NSWSC 1595 Constantinidis v JGL Trading Pty Limited (1995) 17 ACSR 625 Grace v Grace (2007) 25 ACLC 141; [2007] NSWSC 6 In the matter of Allco Securities Pty Limited [2011] NSWSC 1113 In the matter of Amazon Pest Control Pty Limited [2012] NSWSC 1568 In the matter of Catombal Investments Pty Ltd [2012] NSWSC 775 In the matter of Therma Truck Pty Limited [2016] NSWSC 266 Labraga v Pomfret [2005] NSWSC 490 Nassar v Innovative Precasters Group Pty Ltd (2009) 71 ACSR 343; [2009] NSWSC 342 Nikolaidis v Camden Retail Pty Ltd [2010] NSWSC 977 Re Brylyn No 2 Pty Ltd (1987) 12 ACLR 697 Re Club Mediterranean Pty Ltd (1975) 11 SASR 481 Re McLennan Holdings Pty Limited (1983) 7 ACLR 732 Re New Cap Reinsurance Corporation Holdings Limited (1999) 32 ACSR 234; [1999] NSWSC 536 Re United Medical Protection Ltd [2002] NSWSC 413; (2002) 41 ACSR 623 Zempilas v J N Taylor Holdings Ltd (No 2) (1990) 55 SASR 103; 3 ACSR 518 Category: Principal judgment Parties: Netjay Pty Limited (First Plaintiff) Basil Berrigan (Second Plaintiff) Crow Inn Pty Limited (First Defendant) Phatso Investments Pty Limited (Second Defendant) Joel Berrigan (Third Defendant) Puddy Pty Limited (Fourth Defendant) Representation: Counsel: Mr L Livingston (Plaintiffs) Mr J Hogan-Doran (Second and Third Defendants)