In the matter of Renovation Boys Pty Ltd (admins apptd) [2014] NSWSC 340

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Renovation Boys Pty Ltd (admins apptd) [2014] NSWSC 340 Hearing dates: 21 March 2014 Decision date: 25 March 2014 Jurisdiction: Equity Division - Corporations List Before: Black J Decision: Direction made that plaintiffs are justified in acting on basis that title in stock items of relevant categories has passed to purchasers subject to satisfaction of specific criteria. Direction made that plaintiffs are entitled to be indemnified for reasonable expenses incurred in identification, preservation and distribution of stock items. Direction made for payment of levy by relevant purchasers and for distribution or disposal of stock items by plaintiffs to purchasers subject to satisfaction of specific criteria. Leave granted for plaintiffs to dispose of company's property subject to security interest after 14 days of date of directions. Further direction made for notification and publication of final orders to affected parties. Liberty granted for interested persons to apply on no less than 48 hours' notice. Order made for plaintiffs be indemnified from company's assets for costs of proceedings. Above orders and directions stayed to 6pm on 26 March 2014. Catchwords: CORPORATIONS - voluntary administration - application by administrators for directions under Corporations Act 2001 (Cth) s 447D - whether matter attracts Court's jurisdiction to give directions - where three categories of company stock items are sought to be distributed or disposed - where there existed a retention of title clause in relevant terms of sale agreement - whether title in relevant categories of stocks had passed to purchaser upon allocation of stock - whether a relevant category of goods should be sold and distributed pari passu - whether purchasers can take relevant stock free of security interests registered by suppliers - whether administrators are entitled to exercise a equitable lien in respect of identification, allocation and distribution of relevant stock to purchasers - whether an equitable lien entitles the administrators to impose a levy upon purchasers to whom title in relevant stock is made available - whether administrators are justified in providing notification to affected parties - whether administrators justified in disposing of any abandoned stock. SALE OF GOODS - passing of property - where purchasers entered into terms of sale agreements with company - where company initially allocated groups of stock by description to group of purchasers and not by individual contracts - whether relevant goods can be properly characterised as 'unascertained' or 'future' goods - whether relevant goods were in a 'deliverable state' - whether there had been an unconditional appropriation of relevant goods. Legislation Cited: - Corporations Act 2001 (Cth) ss 436E, 442C(1), 442C(2)(c), 443D, 443F, 447A, 447D, 479 - Personal Property Securities Act 2009 (Cth) s 12(1), 46, 47 - Personal Property Securities Regulations 2009 (Cth) Sch 1, Pts 2.2, 2.3 - Sale of Goods Act 1923 (NSW) ss 5(1), 5(4), 21, 22, 23 Cases Cited: - Cinema Plus Ltd (admin apptd) v Australia & New Zealand Banking Group Ltd [2000] NSWCA 195; (2000) 49 NSWLR 513 - Commonwealth Bank of Australia v Butterell (1994) 35 NSWLR 64 - Crouch v Adams [2006] NSWSC 1029 - International Art Holdings Pty Ltd (admin apptd) v Adams [2011] NSWSC 164; (2011) 85 ACSR 1 - Re Ansett Australia Ltd [2001] FCA 1439; (2001) 39 ACSR 355 - Re Ansett Australia Ltd and Korda [2002] FCA 90; (2002) 115 FCR 409; 40 ACSR 433 Re Ansett Australia Ltd and Korda [2002] FCA 90; (2002) 115 FCR 409; 40 ACSR 433 - Re Green (as voluntary administrators of Bevillesta Pty Ltd) [2011] NSWSC 417; (2011) 254 FLR 324; 84 ACSR 215 - Re Mothercare Australia Ltd (admins apptd) [2013] NSWSC 263 - Re One.Tel Networks Holdings Pty Ltd [2001] NSWSC 1065; (2001) 40 ACSR 83 - Shirlaw v Taylor (1991) 31 FCR 222; (1991) 5 ACSR 767 - Weston v Carling Constructions Pty Ltd [2000] NSWSC 693; (2000) 35 ACSR 100 Texts Cited: - Michael Bridge (ed), Benjamin's Sale of Goods, (8th ed 2010, Sweet & Maxwell/Thomson Reuters) Category: Interlocutory applications Parties: Jason Mark Tracy and Vaughan Neil Strawbridge in their capacity as joint and several administrators of Renovation Boys Pty Ltd (admins apptd) (Plaintiffs) Other persons heard: Mr J Walker; Mr M Goldston; Mr P Griffin Representation: Counsel: A P Lo Surdo SC/J Shepard (Plaintiffs) Solicitors: Gadens Lawyers (Plaintiffs) File Number(s): 2014/78844