In the matter of Sans Pareil Estate Pty Ltd (in liq) [2024] NSWSC 255

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Sans Pareil Estate Pty Ltd (in liq) [2024] NSWSC 255 Hearing dates: 6 March 2024 Date of orders: 15 March 2024 Decision date: 15 March 2024 Jurisdiction: Equity - Corporations List Before: McGrath J Decision: Unreasonable director-related transactions declared voidable and third defendant ordered to pay total value of benefits Catchwords: CORPORATIONS — winding up — voidable transactions by group of companies — unreasonable director-related transactions — evidential onus on defendant to explain commercial purpose — failure to meet evidential onus — where recovery of payments sought and granted Legislation Cited: Corporations Act 2001 (Cth) Corporations Amendment (Repayment of Directors' Bonuses) Act 2003 (Cth) Cases Cited: Aviation 3030 Pty Ltd (in liq) v Lao [2022] FCA 458 Cooper v CEG Direct Securities Pty Ltd [2024] FCA 6 Crowe-Maxwell v Frost (2016) 91 NSWLR 414; [2016] NSWCA 46 Smith v Starke (No 2) (2015) 109 ACSR 145; [2015] FCA 1119 Vasudevan v Becon Constructions (Australia) Pty Ltd (2014) 41 VR 445; [2014] VSCA 14 Weaver v Harburn (2014) 103 ACSR 416; [2014] WASCA 227 Category: Principal judgment Parties: Gavin Moss in his capacity as Liquidator of Sans Pareil Estate Pty Ltd (In Liquidation) (First Plaintiff) Sans Pareil Estate Pty Ltd (In Liquidation) (ACN 624 731 031) (Second Plaintiff) Sans Pareil Estate Vineyards Pty Ltd (Third Plaintiff) Sans Pareil Estate Logistics Pty Ltd (Fourth Plaintiff) Sans Pareil Estate Holdings Pty Ltd as trustee for the Sans Pareil Estate Holdings Trust (Fifth Plaintiff) Sans Pareil Estate Exports Pty Ltd (Sixth Plaintiff) Sans Pareil Estate Employment Services Pty Ltd (Seventh Plaintiff) Salvestrin Viticulture Pty Ltd (Eighth Plaintiff) Salvestrin Family Brands Pty Ltd (Ninth Plaintiff) Salvestrin Enterprises Pty Ltd (Tenth Plaintiff) Dennis Salvestrin (First Defendant) Annette Maree Salvestrin (Second Defendant) Aaron Salvestrin (Third Defendant) Representation: Counsel: Martin AG (Plaintiffs)