In the matter of Ryde Ex-Services Memorial & Community Club Limited (subject to Deed of Company Arrangement) [2016] NSWSC 916

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Ryde Ex-Services Memorial & Community Club Limited (subject to Deed of Company Arrangement) [2016] NSWSC 916 Hearing dates: 29 June 2016 Decision date: 01 July 2016 Jurisdiction: Equity - Corporations List Before: Black J Decision: Subject to further submissions, declarations, directions and orders as to costs to be made. Catchwords: CORPORATIONS — Deed of company arrangement — Application by deed administrator for orders under s 447D of the Corporations Act 2001 (Cth) and certain declarations – Application by deed administrator for correction of register of members of incorporated club under s 175 of the Corporations Act 2001 (Cth) – where club was shortly to hold an annual general meeting to elect its directors – where club's articles of association required the board of directors to be constituted in a particular manner – where deed administrator sought declaration as to persons entitled to be elected as director – where deed administrator sought declaration as to persons entitled to vote at club's annual general meetings or general meetings – where deed administrator sought declaration as to persons entitled to vote on resolutions to alter or amend the club's memorandum of association or articles of association – whether construction of articles of association advanced by deed administrator is correct – whether declarations and orders sought should be made. Legislation Cited: • Corporations Act 2001 (Cth), ss 175, 447A, 447D, 1322, Pt 5.3A • Evidence Act 1995 (NSW), s 136 • Registered Clubs Act 1976 (NSW), s 30 Cases Cited: • Aveo Group Ltd v State Street Australia Ltd [2015] FCA 1019 • Donaldson v Natural Springs Australia Ltd [2015] FCA 498 • Grant v John Grant & Sons Pty Ltd [1950] HCA 54; (1950) 82 CLR 1 • Lion Nathan Australia Pty Ltd v Coopers Brewery Ltd [2006] FCAFC 144; (2006) 156 FCR 1 • Oil Basins Ltd v Bass Strait Oil Company [2012] FCA 1122; (2012) FCA 498 • Peninsula Gold Pty Ltd v Sunbeam Victa Holdings Ltd (1996) 20 ACSR 553 • Re Green (as voluntary administrators of Bevillesta Pty Ltd) [2011] NSWSC 417; (2011) 254 FLR 324; 84 ACSR 215 • Re One.Tel Networks Holdings Pty Ltd [2001] NSWSC 1065; (2001) 40 ACSR 83 • Re Ryde Ex-Services Memorial & Community Club Limited (admin apptd) [2015] NSWSC 226 • The Gateway at Ryde Pty Ltd v Ryde Ex-Services Memorial & Community Club Ltd [2015] NSWCA 184 Category: Principal judgment Parties: Ryde District RSL Sub-Branch (First Defendant) The Returned and Services League of Australia (New South Wales Branch) (Second Defendant & Ors – See Attachment A to the Amended Originating Process) Representation: Counsel: C Harris SC (Plaintiff) B Cox (President of First Defendant) S Bell (Second Defendant) N Kirby (Third Defendant)