In the matter of Dungowan Manly Pty Ltd (in liq) [2015] NSWSC 491

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Dungowan Manly Pty Ltd (in liq) [2015] NSWSC 491 Hearing dates: 10 – 13 and 19 March 2015 Decision date: 01 May 2015 Jurisdiction: Equity Division - Corporations List Before: Black J Decision: Held that certain levies made by administrators were authorised by the Company's articles of association and by share surrender agreements. Held that strata title unit held by Company on trust for owners of corresponding share in Company subject to mortgage to shareholders' solicitors in respect of costs of proceedings. Held that lien claimed by liquidator over trust property not established in absence of evidence of work done and costs incurred and, in respect of wider costs of winding up, where not established that non-trust assets would be insufficient to meet costs of winding up. Catchwords: CORPORATIONS – winding up – conduct and incidents of winding up – where levies were made by previous administrators and current liquidator to shareholders in Company in order to satisfy judgment debts and costs – whether liquidator was limited to reliance on levy issued in 2015 by reason of election – whether the administrators' first levy was authorised by the Company's articles of association – whether levies issued under a share surrender agreement were invalid.

CORPORATIONS – winding up – where shareholders holding class D shares were entitled to occupy a unit within a block owned by the Company – where Company resolved to redevelop unit blocks and convert company title to strata title – where Company struck levy against shareholders in Company to conduct the redevelopment – where shareholders of class D shares opposed resolution and received a money judgment – where other shareholders agreed to surrender shares in return for strata title units and undertook to meet specified levies – whether unit held on constructive or resulting trust for class D shareholders.