In the matter of Auzhair Supplies Pty Ltd (In Liq) (No 2); In the matter of Auzhair 1 Pty Ltd [2013] NSWSC 353

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Auzhair Supplies Pty Ltd (In Liq) (No 2); In the matter of Auzhair 1 Pty Ltd [2013] NSWSC 353 Hearing dates: 4 March 2013 Decision date: 04 March 2013 Jurisdiction: Equity Division - Corporations List Before: Brereton J Decision: 2012/ 80701 Declare that the first defendant Auzhair 1 Pty Ltd holds its assets and undertaking upon trust for the plaintiff Auzhair Supplies Pty Ltd (in liquidation). Order that Auzhair 1 account to Auzhair Supplies for such assets and undertaking by paying to Auzhair Supplies the sum of $2. Certify that the amount by which the value of the asset and undertaking of Auzhair Supplies when transferred by Auzhair Supplies to Auzhair 1 exceed the present value of the assets and undertaking of Auzhair 1 referred to in Order 2, and inclusive of interest is $749,447.32. Give judgment that the second, third and fourth defendants pay the plaintiff the said sum of $749,447.32. Order that the defendants pay the plaintiff's costs. 2010/ 17300 Declare that the value of each ordinary fully paid share in the issued capital of Auzhair 1 Pty Ltd is $1. Vacate the stay contained in paragraph 11 of the Orders made by Ward J on 3 December 2010. Order that defendants pay plaintiffs' costs of those proceedings since 19 November 2010 save insofar as any other costs order otherwise provides. Catchwords: CORPORATIONS - Judgment- where directors liable for equitable compensation - where transfer of assets bought about in breach of directors' fiduciary obligations - where defendant company holds assets on trust for plaintiff - whether relief should be given against directors - amount of equitable compensation Cases Cited: In the matter of Auzhair Supplies Pty Ltd (a deregistered company) and Auzhair 1 Pty Ltd - Greenaway v Auzhair 1 Pty Ltd [2010] NSWSC 1339 In the Matter of Auzhair Supplies Pty Ltd (in Liq) [2013] NSWSC 1 Category: Consequential orders Parties: 2012/ 80701 Auzhair Supplies Pty Ltd (in liquidation) ACN 085 159 280 (plaintiff) Auzhair 1 Pty Ltd (ACN 105 126 869) (first defendant) Roy Gerace (second defendant) Ilario Gerace (third defendant) Domenico Gerace (fourth defendant)