Collingwood Holdings Pty Ltd -v- Q.L.D Holdings1 Pty Ltd (Deregistered) [2012] NSWSC 174

Supreme Court New South Wales

Medium Neutral Citation: Collingwood Holdings Pty Ltd -v- Q.L.D Holdings1 Pty Ltd (Deregistered) [2012] NSWSC 174 Hearing dates: 27 February 2012 Decision date: 27 February 2012 Jurisdiction: Equity Division - Corporations List Before: Hammerschlag J Decision: Orders for reinstatement of the registration of the defendant company, its winding up and for the validation of steps taken by the plaintiff during the period the defendant company was deregistered Catchwords: CORPORATIONS - s 461 Corporations Act 2001 (Cth) - plaintiffs seeks validation of orders on just and equitable grounds - s 601AH Corporations Act 2001 (Cth) - liquidator appointed in circumstances where plaintiff has a money judgment against the defendant which was deregistered for non-compliance with its statutory obligations and its sole director is deceased Legislation Cited: Corporations Act 2001 (Cth) Category: Principal judgment Parties: Collingwood Holdings Pty Ltd - Plaintiff Q.L.D. Holdings1 Pty Ltd (Deregistered) - First Defendant Australian Securities and Investments Commission - Second Defendant Representation: Counsel: L. Gor - Plaintiff Solicitors: Slater & Gordon Lawyers - Plaintiff File Number(s): 2012/21392

EX TEMPORE Judgment 1This is an application: (a)to reinstate the registration of Q.L.D-1 Holdings Pty Ltd ACN 106 422 155 (the company); (b)for an order that upon its reinstatement it be wound up and Jamieson Andre Louttit be appointed liquidator; and (c)for orders validating certain steps taken by the plaintiff while the company was deregistered in connection with the recovery of costs under costs orders made in favour of the plaintiff whilst the company was registered. 2Section 461(k) of the Corporations Act 2001 (Cth) (the Act) provides that a court may order the winding up of a company if it is of the opinion that it is just and equitable that it be wound up. 3Section 601AH(2)(a)(i) of the Act provides that the Court may make an order that ASIC reinstate the registration of a company if an application for reinstatement is made to the Court by a person aggrieved by the deregistration and the Court is satisfied that it is just that the company's registration be reinstated. 4Section 601AH(3) provides that: If the Court makes an order under subsection (2), it may: (a) validate anything done between the deregistration of the company and its reinstatement; and (b) make any other order it considers appropriate. 5On 30 July 2009, after a two day hearing, White J gave judgment in proceedings between the plaintiff and the company. On 12 August 2009 His Honour ordered the company to pay the plaintiff's costs of the trial on a set-off basis. There was no appeal. The costs were duly assessed and on 21 July 2010 a certificate of determination of costs was issued by the costs assessor for the sum of $114,695.41. No appeal was lodged against the assessment. On 24 October 2011 the plaintiff obtained judgment for that amount in the District Court of New South Wales. The judgment was sealed on 3 November 2011. On 9 November 2011 the judgment was sent by the plaintiff to the office of the company's accountants, which was its registered office, and to its solicitor on record in the trial proceedings. It seeks validation of these steps under s 601AH(3). 6It transpired that the company had been deregistered on 14 February 2011 for failing to respond and lodge documents and to pay fees payable to the Australian Securities and Investments Commission (ASIC) in accordance with its statutory obligations. Its sole director, shareholder and secretary, Mr Valentino, passed away on or about 18 or 19 October 2010. 7The plaintiff seeks an order validating the service on the company of the judgment whilst the company was deregistered. 8It is undoubtedly just that the company's registration be reinstated and it is just and equitable that it be wound up. The further orders which the plaintiff seeks are both necessary and appropriate to enable it to have its remedy under the judgment. 9A consent by Mr Louttit has been filed. 10I accordingly make the orders in accordance with the document entitled Orders which I have initialled, dated today's date and will place with the papers.