In the matter of Gearhouse BSI Pty Ltd [2021] NSWSC 98

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Gearhouse BSI Pty Ltd [2021] NSWSC 98 Hearing dates: 11 February 2021, further submissions received on 12 and 15 February 2021 Date of orders: 17 February 2021 Decision date: 17 February 2021 Jurisdiction: Equity - Corporations List Before: Williams J Decision: Application for stay of winding up application refused. Winding up order made. Declaration made as to termination of Shareholders Agreement on making of winding up order. Catchwords: CORPORATIONS – winding up – Corporations Act 2001 (Cth) s 461(1)(k) – application by plaintiff shareholder for winding up on just and equitable ground – company is solvent – company's business comprised provision of equipment and services under contract with third party – contract expired – deadlock between shareholders about whether to enter into new contract with third party – deadlock not capable of resolution due to breakdown in co‑operation, trust and confidence – defendant shareholder's unauthorised use of company's available equipment – plaintiff shareholder's loss of trust and confidence in defendant shareholder justified – winding up order made Legislation Cited: Corporations Act 2001 (Cth) ss 233, 461, 466, 467 and 556 Cases Cited: Asia Pacific Joint Mining Pty Ltd v Allways Resources Holdings Pty Ltd [2018] 3 Qd R 520; (2018) 125 ACSR 227; [2018] QCA 048 Byrne v A J Byrne Pty Ltd [2012] NSWSC 667 Host-Plus Pty Ltd v Australian Hotels Association [2003] VSC 145 In the matter of Amazon Pest Control Pty Ltd [2012] NSWSC 1568 In the matter of Austral Alloys Pty Ltd [2017] NSWSC 1833 In the matter of Catombal Investments Pty Ltd [2012] NSWSC 775 In the matter of CNPR Ltd [2018] NSWSC 989 In the matter of Pure Nature Sydney Pty Ltd [2018] NSWSC 914 Macquarie International Health Clinic Pty Ltd v Sydney Local Health District (2020) 19 BPR 40; [2020] NSWCA 161 May Harlow Pty Ltd v Winten (No. 48) Pty Ltd [2020] NSWSC 1011 Re Austral Alloys Pty Ltd [2017] NSWSC 1833 Wilkie v Gordian Ru noff Ltd (200 5) 221 CLR 522; [2005] HCA 17 Category: Principal judgment Parties: Broadcast Sports International, LLC (Plaintiff) Gearhouse BSI Pty Ltd (ACN 610 164 102) (First Defendant) Gravity Media (Australia) Pty Ltd (Second Defendant) Representation: Counsel: Mr L Chapman (Plaintiff) Mr M Stevens (Solicitor) (First Defendant) Mr S Golledge SC (Second Defendant)