In the matter of The Skippy Film Company Pty Limited [2017] NSWSC 646

Supreme Court New South Wales

Medium Neutral Citation: In the matter of The Skippy Film Company Pty Limited [2017] NSWSC 646 Hearing dates: 23 May 2017 Date of orders: 23 May 2017 Decision date: 23 May 2017 Before: Gleeson JA Decision: (1) Pursuant to s 461(1)(k) of the Corporations Act 2001 (Cth) (the Act), order that the first defendant, The Skippy Film Company Pty Limited (ACN 141 058 326) (the Company) be wound up. (2) Pursuant to s 472(1) of the Act, order that Giles Woodgate be appointed liquidator of the Company. (3) Pursuant to s 467(3)(b) of the Act and r 5.6(1) of the Supreme Court (Corporations) Rules 1999 (NSW), the requirements in ss 465A(a), (b) and (c) of the Act and Supreme Court (Corporations) Rules, r 5.6(1) (as the case may be), to lodge notification of the application with ASIC, to serve the application on the Company, and to advertise or publish notice of the application be dispensed with. (4) There be no order as to costs. (5) The proceeding be otherwise dismissed. (6) That these orders be taken out forthwith. (7) The Court notes the agreement between the parties that the second, third and fourth defendants will not take any further steps in relation to the notices of default issued on 22 December 2016 and 19 January 2017 (including without limitation, any attempt to transfer shares in the first defendant). Catchwords: CORPORATIONS – external administration – whether appropriate to wind up company on the just and equitable ground – where an irretrievable breakdown between directors and shareholders and the affairs of the company are deadlocked – where evidence that the purpose for which the company was incorporated is no longer possible – where company no longer trades and has negative assets and substantial liabilities. Legislation Cited: Corporations Act 2001 (Cth), ss 461(1)(k), 462(2)(c), 465A, 467(3)(b), 470(1)(b), 472(1) Supreme Court (Corporations) Rules 1999 (NSW), rr 2.11, 5.6(1), 5.11(3), 5.11(4) Cases Cited: Re Aspirion Group Pty Ltd [2014] NSWSC 39 Brooker v You Run the Business Pty Ltd [2008] FCA 1752 Carter v New Tel (2003) 44 ACSR 661; [2003] NSWSC 128 Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd (2001) 37 ACSR 672; [2001] NSWCA 97 Kozlowski v JSB Developments Pty Ltd [2010] NSWSC 1022 Nassar v Innovative Precasters Group Pty Ltd (2009) 71 ACSR 343; [2009] NSWSC 342 Shenouda v Work Safe Medics Pty Ltd [2011] NSWSC 45 Category: Principal judgment Parties: Barrenjoey Pictures Pty Limited (First Plaintiff) Harbourside Film Finances Pty Limited (Second Plaintiff) The Skippy Film Company Pty Limited (First Defendant) The Licentia Group Pty Ltd (Second Defendant) Bedivere Pty Limited (Third Defendant) The Right Course Pty Ltd (Fourth Defendant) Representation: Counsel: Mr B Miller (solicitor) (First and Second Plaintiffs)