Sliteris v Ljubic [2014] NSWSC 1632

Supreme Court New South Wales

Medium Neutral Citation: Sliteris v Ljubic [2014] NSWSC 1632 Hearing dates: 30 September, 8 October 2014 Decision date: 19 November 2014 Jurisdiction: Equity Division - Corporations List Before: Black J Decision: Declaration made pursuant to s 447C of the Corporations Act 2001 (Cth) that the first and second defendants were validly appointed as voluntary administrators of the company on 4 April 2014. Order made that proceedings are otherwise dismissed. Plaintiff's costs of the winding up application, other than dispute as to the identity of appointed liquidator, be costs in the winding up. Plaintiff to pay first and second defendants' costs of proceedings on an indemnity basis, as agreed or as assessed. Plaintiff to pay the third defendant's costs of proceeding on an ordinary basis, as agreed or as assessed. Parties to be provided opportunity to make submissions within seven days as to whether any other orders are necessary or appropriate. Catchwords: CORPORATIONS - voluntary administration - validity of appointment of administrator - where meeting of relevant directors purportedly resolved that company enter into voluntary administration and administrators be appointed - where plaintiff director was absent from such a meeting - whether appointment of administrators was invalid - whether reasonable notice was provided to plaintiff of meeting - notice by facsimile - period and form of notice - whether administrators entitled to rely on statutory assumptions under Corporations Act 2001 (Cth) ss 128-129 - whether appointment of administrators was inappropriate - whether third defendant's conduct in calling a meeting for appointment of administrators breached duty to act in good faith in company's best interests under Corporations Act s 181 - whether appointment should otherwise be validated under Corporations Act ss 447A, 447C and 1322.