In the matter of Hammoud Investments Pty Limited (In Liquidation) [2024] NSWSC 1636

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Hammoud Investments Pty Limited (In Liquidation) [2024] NSWSC 1636 Hearing dates: 16 and 18 December 2024 Date of orders: 18 December 2024 Decision date: 18 December 2024 Jurisdiction: Equity - Corporations List Before: Hammerschlag CJ in Eq Decision: The plaintiffs are not justified in, and justified in not, taking the steps described in [1]-[4] of the Originating Process and will not be justified in doing so unless either the contributory moves the Court for leave to bring a derivative action and fails, or another party moves the Court to terminate the winding up of the Company and fails Catchwords: CORPORATIONS – Corporations Act 2001 (Cth) sch 2 s 90-15(1) – Application for directions in the nature of judicial advice that liquidators would be justified in investigating and pursuing certain claims against a director and a Capital Gains Tax concession – Where the Company currently has a surplus sufficient to discharge all creditors, which surplus might be eroded or entirely eliminated if the Company failed against the director or succeeded and was unable to recover – Where the only person with an direct economic interest in the outcome is a contributory who has not given an indemnity to the Company for any liability for costs – HELD: Liquidators would not be justified in investigating and pursuing the foreshadowed claims and will not be justified in doing so, unless, within a reasonable time the contributory moves the Court for leave to bring a derivative action and fails, or another party applies for the termination of the winding up and fails Legislation Cited: Corporations Act 2001 (Cth) Cases Cited: Carpenter v Pioneer Park Pty Ltd (2008) 71 NSWLR 577 Category: Principal judgment Parties: Rajiv Ghedia and Shumit Banerjee in their capacity as Liquidators of Hammoud Investments Pty Ltd (In Liquidation) (ACN 085 584 247) (First Plaintiff)