In the matters of Seedz Investments Pty Limited, Snap Fitness Double Bay Pty Ltd, Yelneh Industries Pty Ltd and Fitness Management Pty Ltd [2017] NSWSC 650

Supreme Court New South Wales

Medium Neutral Citation: In the matters of Seedz Investments Pty Limited, Snap Fitness Double Bay Pty Ltd, Yelneh Industries Pty Ltd and Fitness Management Pty Ltd [2017] NSWSC 650 Hearing dates: 22 May 2017 Date of orders: 22 May 2017 Decision date: 22 May 2017 Jurisdiction: Equity - Corporations List Before: Gleeson JA Decision: (1) Pursuant to s 461(1)(k) of the Corporations Act 2001 (Cth) (the Act), order that each of the fourth defendant Seedz Investments Pty Ltd ACN 163 750 481, the sixth defendant Snap Fitness Double Bay Pty Ltd ACN 603 346 541, the eighth defendant Yelneh Industries Pty Ltd ACN 164 784 623 and the ninth defendant Fitness Management Company Pty Ltd ACN 164 326 185 (the Companies) be wound up.

(2) Pursuant to s 472 of the Act, order that Gavin Moss and Henry Kwok be appointed joint and several liquidators of each of the Companies.

(3) Pursuant to s 472(6) of the Act, declare that anything required or authorised by the Act to be done by the liquidator may be done by any one of the liquidators of the respective Companies.

(4) Pursuant to s 467(3)(b) of the Act, order that the requirements contained in ss 465A(a), (b) and (c) of the Act relating to the lodgement of the winding-up application, service of the application on the company and advertising of the application, be dispensed with.

(5) The plaintiff pay the first and second defendants' costs of the interlocutory process filed on 29 March 2017.

(6) These orders shall be taken out forthwith.

(7) Stand over the balance of these proceedings to 29 May 2017 before the Corporations Judge at 10am. Catchwords: CORPORATIONS – winding up – application for winding up by the Court – whether appropriate to wind up company on the just and equitable ground – where irretrievable breakdown between directors and shareholders and the affairs of the company are deadlocked. Legislation Cited: Corporations Act 2001 (Cth), ss 461(1)(k), 462(2)(c), 465A, 467(3)(b), 472, 472(6) Uniform Civil Procedure Rules 2005 (NSW), rr 10.14 Cases Cited: Brooker v You Run the Business Pty Ltd [2008] FCA 1752 Carter v New Tel (2003) 44 ACSR 661 Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd (2001) 37 ACSR 672; [2001] NSWCA 97 Nassar v Innovative Precasters Group Pty Ltd (2009) 71 ACSR 343; [2009] NSWSC 342 Re Gym & Tonic [2017] NSWSC 50 Shenouda v Work Safe Medics Pty Ltd [2011] NSWSC 45 TVH Enterprise Australia [2016] NSWSC 1734 Category: Principal judgment Parties: Jacob Henley (Plaintiff) Hoang Tri Nguyen (First Defendant) Hong Jie Huang (Second Defendant) Seedz Investments Pty Ltd (Fourth Defendant) Snap Fitness Double Bay Pty Ltd (Sixth Defendant) Yelneh Industries Pty Ltd (Eighth Defendant) Fitness Management Company Pty Ltd (Ninth Defendant) Representation: Counsel: Mr M Dawson (Defendants)