In the matter of Gondon Five Pty Ltd (in liq) [2020] NSWSC 1769

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Gondon Five Pty Ltd (in liq) [2020] NSWSC 1769 Hearing dates: 08 December 2020 Decision date: 08 December 2020 Jurisdiction: Common Law Before: Leeming JA Decision: (1) The Court declares that: (a) the transfer by the first plaintiff of the property known as Folio Identifier 141/SP90401 (Property) to the defendant on 27 January 2017 was an unreasonable director-related transaction within the meaning of s 588FDA of the Corporations Act 2001 (Cth); and (b) the first plaintiff is entitled to the return of the Property. (2) If, within 7 days of service of these orders, the defendant has not transferred the Property to the first plaintiff, the plaintiffs have leave to approach the Associate to Leeming JA to seek orders pursuant to section 94(1) of the Civil Procedure Act 2005 (NSW) empowering a Registrar in Equity to execute, in the name of and on behalf of the defendant, a transfer in registrable form transferring the Property to the first plaintiff. (3) The plaintiffs are to serve a copy of these orders on the defendant. (4) The defendant is to pay the plaintiffs' costs of and incidental to the originating process filed 20 October 2020. (5) These orders are to be entered forthwith. Catchwords: CORPORATIONS - winding up - unreasonable director-related transaction - Corporations Act 2001 (Cth), s 588 FDA - transfer of unit in development project to company owned by sole director - consideration of $1 - whether disposition "for the benefit of" director - Vasudevan v Becon Constructions (Aust) Pty Ltd (2014) 41 VR 445; [2014] VSCA 14 applied Legislation Cited: Corporations Act 2001 (Cth), ss 588FC, 588FDA, 588FD, 588FF Civil Procedure Act 2005 (NSW), s 94 Cases Cited: Australian Securities Commission v Marlborough Gold Mines Ltd (1993) 177 CLR 485; [1993] HCA 15 Crowe-Maxwell v Frost (2016) 91 NSWLR 414; [2016] NSWCA 46 HPack Investments Pty Ltd [2020] NSWSC 1638 Re Great Wall Resources Pty Ltd (in liq) [2013] NSWSC 354 SX Projects Pty Ltd (in liq) v Battaglia [2018] NSWSC 1830 Vasudevan v Becon Constructions (Aust) Pty Ltd (2014) 41 VR 445; [2014] VSCA 14 Category: Principal judgment Parties: Gondon Five Pty Ltd (in liq) ACN 156 206 692 (First plaintiff) Patrick Loi in his capacity as Liquidator of Gondon Five Pty Ltd (in liq) ACN 156 206 692 (Second plaintiff) Cui Holdings Pty Ltd ACN 612 927 670 (Defendant) Representation: Counsel: M Karam; Q M Noakhtar (Plaintiffs)