The J Aron Corporation and The Goldman Sachs Group Inc v Newmont Yandal Operations Pty Ltd & Ors [2006] NSWCA 46

Reported Decision : 57 ACSR 149

New South Wales Court of Appeal

CITATION: The J Aron Corporation and The Goldman Sachs Group Inc v Newmont Yandal Operations Pty Ltd & Ors [2006] NSWCA 46

HEARING DATE(S): 07/02/06

JUDGMENT DATE: 15 March 2006

JUDGMENT OF: Spigelman CJ at 1; Ipp JA at 2; Bryson JA at 3

DECISION: Dismiss the appeal with costs.

CATCHWORDS: CORPORATIONS - Deed of Company Arrangement – challenges to the effectiveness of resolution at Second Meeting of Creditors s.439C to execute Deeds of Company Arrangement - NYOL Group of 14 related companies with Cross Guarantee which bound to each to debts of each other group company and entitled each to indemnities from each other - all entered Administration on same day and appointed same Administrators - all Administrations conducted as one and Second Meetings of Creditors held together as one meeting - Deeds of Company Arrangement proposed were interdependent so that none took effect unless all did - Creditors passed one Resolution to the effect that each company execute Deed of Company arrangement - many challenges to effectiveness of doing so were disposed of on facts relating to understanding of those present at the meeting as to effect of resolution and intention to those voting in support of it - consideration of questions re - meaning and effect of Cross Guarantee – terms of Administrators' Report - meaning and effect of Proofs of Debt where cross-liabilities on all companies - effect of Proxies – effects of events and documents relating to conduct of meeting - decision on facts and terms of Resolution - held that the Resolution was effective.

LEGISLATION CITED: Corporations Act 2001 Pt.5.3A; ss 439A, 439C & 553(1). Corporations Regulations 2001 Regulations 5.6.23(1) & (2), 5.6.28, 5.6.29 & 5.6.31.