Stanton (WA) P/L v Vasquez Investments [2017] NSWSC 128

Supreme Court New South Wales

Medium Neutral Citation: Stanton (WA) P/L v Vasquez Investments [2017] NSWSC 128 Hearing dates: 13 February 2017 Date of orders: 15 February 2017 Decision date: 15 February 2017 Jurisdiction: Equity - Commercial List Before: Rein J Decision: See [40] Catchwords: CORPORATIONS – whether leave to amend pleadings should be granted – statutory derivative action where Plaintiff, formerly the trustee of a trust, was placed in liquidation following judgment against it in favour of creditors, and shares in the Second Defendant held by the trustee were transferred to the First Defendant and diluted by the issue of new shares in the Second Defendant – whether leave under s237 of the Corporations Act should be given – whether the proceedings amount to an abuse of process – whether there is a serious question to be tried – whether it is in the best interests of the Second Defendant that the Plaintiff be entitled to maintain its derivative claims – whether a company can be both a plaintiff and a defendant in the same proceedings Legislation Cited: Corporations Act 2001 (Cth) Conveyancing Act 1919 (NSW) Property Law Act 1969 (WA) Trustee Act 1925 (NSW) Personal Property Securities Act 2009 (Cth) Civil Procedure Act 2005 (NSW) Cases Cited: Hall v Poolman (2007) 215 FLR 243 Swansson v Pratt [2002] NSWSC 583 Maher v Honeysett [2005] NSWSC 859 Chahwan v Euphoric Pty Ltd [2008] NSWCA 52; (2008) 65 ACSR 601 Gerard Cassegrain & Co Pty Ltd v Cassegrain; Cassegrain v Gerard Cassegrain & Co [2010] NSWSC 91 Charlton v Baber [2003] NSWSC 745 Power v Ekstein [2010] NSWSC 137 Metyor v Queensland Electronic Switching [2002] QCA 269 Category: Principal judgment Parties: Stanton (WA) Pty Ltd (in liq) (Plaintiff and Applicant) Vasquez Investments Pty Ltd (First Defendant and First Respondent) Bryve Resources Pty Ltd (Second Defendant and Second Respondent) Stanton, Robert Paul (Third Defendant and Third Respondent) Townend, Lachlan (Fourth Defendant and Fourth Respondent) Vasquez (WA) Pty Ltd (Fifth Defendant and Fifth Respondent) Shareholder Services Pty Ltd (Sixth Defendant and Sixth Respondent) Representation: Counsel: P.T. Russell (Plaintiff/Applicant) D.K. Ratnam (First Defendant & Second Defendant/Respondents)