In the matter of Wine National Pty Ltd, James Estate Wines Pty Ltd, Liquor National Pty Ltd [2014] NSWSC 507

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Wine National Pty Ltd, James Estate Wines Pty Ltd, Liquor National Pty Ltd [2014] NSWSC 507 Hearing dates: 12 December 2013, 28 February 2014 Decision date: 01 May 2014 Jurisdiction: Equity Division - Corporations List Before: Black J Decision: Orders made for application to be dismissed and for applicants to pay costs of respondents to the application as agreed or as assessed. Catchwords: CORPORATIONS - winding up - voluntary winding up - orders sought for staying of winding up of relevant companies - whether principles in respect of grant of interlocutory relief applicable to issue of staying of winding up - whether relevant applicants have standing - whether winding up should be stayed - whether appointment of administrators or receivers to relevant company was 'necessary' - whether solvency established - discretionary considerations of commercial morality and public interest - whether there has been serious impropriety in conduct of companies' affairs - position of liquidators and creditors - whether share held in relevant company was held on trust for relevant applicant - whether the decision by receivers to have relevant company wound up is reviewable under Corporations Act 2001 (Cth) s 1321. CORPORATIONS -winding up - voluntary winding up - where orders made to stay winding up - whether receivers and secured creditor should provide to relevant persons a payout figure for amount of money payable to secured creditor - whether liquidators and receivers should be directed to deliver up company's books and stock - where previous court order made in respect of appointment of receivers to companies - whether respondents should be restrained from dealing with property - whether order to appoint receivers to property should be set aside. Legislation Cited: - Corporations Act 2001 (Cth) ss 9, 286, 420, 436C, 482, 482(1A), 511, 1321 - Payroll Tax Act 2007 (NSW) s 81 - Supreme Court Act 1970 (NSW) ss 66, 67 - Taxation Administration Act 1996 (NSW) ss 44, 45 Cases Cited: - Acconci v Alpha Technologies Corporation Ltd (in liq) [2010] FCA 970; (2010) 79 ACSR 505 - Amann Aviation Pty Ltd v Continental Venture Capital Ltd [1999] NSWSC 1212 - Austin v Royal [1999] NSWCA 222; (1999) 47 NSWLR 27 - Austral Brick Co Pty Ltd v Falgat Constructions Pty Ltd (1990) 21 NSWLR 389; (1990) 2 ACSR 766 - Dalgety Downs Pastoral Company Pty Ltd v Federal Commissioner of Taxation (Cth) (1952) 86 CLR 335 - Dean-Willcocks v Payce (Buildings) Pty Ltd (Supreme Court (NSW), Young J, 1 September 1994, unrep) - El-Fahkri, in the matter of Elfah Pty Ltd (in liq) [2002] FCA 1469 - Gematech Pty Ltd v Bardi Investments Pty Ltd [2008] NSWSC 196 - McGrath v Sturesteps [2011] NSWCA 315; (2011) 81 NSWLR 690 - McKern (as liquidator of Pacific Edge Corporation Pty Ltd (in liq)) v Pacific Edge Corporation Pty Ltd (in liq) [2004] NSWSC 1150; (2004) 51 ACSR 602 - Maertin v Klaus Maertin Pty Ltd [2006] NSWSC 588; (2006) 57 ACSR 714 - Mercy & Sons Pty Ltd v Wanari Pty Ltd (subject to deed of company arrangement) (in liq) [2000] NSWSC 756; (2000) 35 ACSR 70 - Metledge v Bambakit Pty Ltd (in liq) [2005] NSWSC 160 - Prendergast v Rolcross Pty Ltd (in liq) [2008] NSWSC 146 - Re 311 Hume Highway Liverpool Fund Pty Ltd (in liq) [2013] NSWSC 465; 93 ACSR 683 - Re Australian Eco-Retreats Pty Ltd (in liq) [2011] NSWSC 1178 - Re Lorie Najjar & Sons Pty Ltd [2013] NSWSC 798; 94 ACSR 561 - Smith; In the matter of Matrix Metals Ltd (in liq) [2011] FCA 1399 Category: Interlocutory applications Parties: Douglas Hawkins Pty Ltd (First Applicant) Shelteo Pty Ltd (Second Applicant) Aramax Nominees Pty Ltd (Third Applicant) Primax Nominees Pty Ltd (Fourth Applicant) David James (Fifth Applicant) David Paul Merryweather (First Respondent) Greg Hall (Second Respondent) Shaun Fraser (Third Respondent) Christopher John Honey (Fourth Respondent) Neil Robert Cussen (Fifth Respondent) Vaughan Neil Strawbridge (Sixth Respondent) Wine Investment Services Pty Ltd (in liq) (Seventh Respondent) Rugama Trading Pty Ltd (recs & mgrs apptd) (in liq) (Eighth Respondent) James Australia Group Pty Ltd (recs & Mgrs apptd) (in liq) (Ninth Respondent) Australia and New Zealand Banking Group Ltd (Tenth Respondent) Representation: Counsel: D Allen (Applicants) B F Katekar (Fifth and Sixth Respondents) R M Foreman (First, Second, Eighth, Ninth and Tenth Respondents) Solicitors: Dib Lawyers (Applicants) Kemp Strang (Fifth and Sixth Respondents) Allens (First, Second, Eighth, Ninth and Tenth Respondents) File Number(s): 2013/313137