Supreme Court New South Wales Medium Neutral Citation: In The Matter Of Charlie Lovett Miranda Pty Limited [2012] NSWSC 1325 Hearing dates: Wednesday 3 October 2012 Decision date: 03 October 2012 Jurisdiction: Equity Division - Corporations List Before: Brereton J Decision: The defendant be wound up Legislation Cited: (Cth) Corporations Act 2001, s 459A, s 233(1)(a), s 461(k) Category: Interlocutory applications Parties: Mister Ed Pty Ltd - Plaintiff Charlie Lovett Miranda Pty Limited - Defendant Representation: Counsel: G Polczynski (solicitor) - Plaintiff (Liquidator) A Martin - Intervenor Solicitors: Kells The Lawyers (Sydney) - Plaintiff Goodsell Lawyers - Intervenor File Number(s): 2012/ 247347 Judgment (ex tempore) 1HIS HONOUR: The plaintiff is one of two equal shareholders in the defendant Charlie Lovett Miranda Pty Limited. The applicant on an interlocutory process filed on 28 September 2012 for the appointment of a provisional liquidator, Charlie Lovett Pty Limited, is the other equal shareholder, whose principal has indicated in his affidavit that he consents to the winding up of the defendant. 2The originating process claiming a winding up of the defendant - alternatively on the ground of insolvency under (Cth) Corporations Act 2001, s 459A, or oppression under s 233(1)(a), or the just and equitable ground in s 461(1)(k) - was first returnable on 19 September 2012, and is set down for hearing as a short matter in the Corporations List on 15 October 2012. 3The proceedings have been duly advertised and notified. In circumstances where both shareholders agree that the company should be wound up, and it is apparent that there is a deadlock between them, it is plainly just and equitable that the company be wound up. 4Although there was some tactical manoeuvring as to whether that order should be made today or on 15 October, there does not appear to be any good reason for deferring what otherwise appears inevitable. In addition, I am satisfied that the state of deadlock that exists, and the current state of affairs at the company's Miranda cafe is such, that its assets may be in jeopardy if a provisional liquidator were not appointed. And if I were not to make a winding-up order, I would have, today, appointed a provisional liquidator. In those circumstances, it is appropriate now to make the winding-up order. 5Three consents of liquidators are before the court. The ordinary practice of the court is that unless evidence is brought forward demonstrating the unfitness or inappropriateness of the liquidator proposed by the plaintiff, then the plaintiff's liquidator will be appointed. 6I make the following orders: (1)Order pursuant to (Cth) Corporations Act 2001, s 461(1)(k), that the defendant, Charlie Lovett Miranda Pty Limited, be wound up on the ground that it is just and equitable to do so. (2)Appoint Sule Arnautovic of level 4, 55 Hunter Street, Sydney 2000, liquidator of the defendant. (3)Order that the costs of the interlocutory process be costs in the winding up. ********** DISCLAIMER - Every effort has been made to comply with suppression orders or statutory provisions prohibiting publication that may apply to this judgment or decision. The onus remains on any person using material in the judgment or decision to ensure that the intended use of that material does not breach any such order or provision. Further enquiries may be directed to the Registry of the Court or Tribunal in which it was generated. Decision last updated: 17 May 2013