Golden Mile Property Investments Pty Ltd (in liq) v Cudgegong Australia Pty Ltd [2015] NSWCA 100

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Golden Mile Property Investments Pty Ltd (in liq) v Cudgegong Australia Pty Ltd [2015] NSWCA 100 Hearing dates: 19 February 2015 Date of orders: 16 April 2015 Decision date: 16 April 2015 Before: Macfarlan JA at [1]; Emmett JA at [2]; Gleeson JA at [122] Decision: (1) Leave to appeal be granted;

(2) The applicant file a notice of appeal in the form of the draft notice of appeal contained in the application book;

(3) The appeal be allowed;

(4) Orders made by the Land and Environment Court on 13 March 2014 be set aside;

(5) The matter be remitted to the Land and Environment Court for the purpose of hearing and determining, according to law, the question of the respective interests that the applicant and the first respondent had in the Resumed Land as at 21 September 2012;

(6) The first respondent pay the applicant's costs of the application for leave to appeal and of the appeal;

(7) Orders (1)-(6) be conditional on the applicant's giving an undertaking to the Court that, if it be determined that Stacks Managed Investments Pty Ltd acted in breach of its duty to the applicant in the exercise of the power of sale in entering into the Second Contract, the applicant will not seek any further remedy for breach of duty against either Stacks Managed Investments Ltd or the second respondent;

(8) If no undertaking in the terms of order (7) is proffered within 14 days, the application for leave to appeal be refused with costs. Catchwords: CORPORATIONS – winding up – deregistration and reinstatement – vesting of a deregistered company's property in the Australian Securities and Investments Commission – whether, during the period of a mortgagor company's deregistration, the mortgagee continues to owe relevant duties to it – Corporations Act 2001 (Cth), s 601AD