In the matter of Sydney Project Group Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) and S.E.T. Services Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) [2017] NSWSC 881

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Sydney Project Group Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) and S.E.T. Services Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) [2017] NSWSC 881 Hearing dates: 29 June 2017 Date of orders: 30 June 2017 Decision date: 30 June 2017 Jurisdiction: Equity - Corporations List Before: Robb J Decision: (1) Declaration, pursuant to s 447C of the Corporations Act 2001 (Cth) confirming the validity of the appointment of the plaintiffs on 16 June 2017 as administrators of both the first defendant and the second defendant.

(2) Order that the plaintiffs' costs of this application are costs properly incurred in the administration of the companies.

(3) Order that the third and fourth defendants pay the plaintiffs' costs. Catchwords: CORPORATIONS – Directors and officers – Appointment, removal and retirement of directors – Whether director was validly appointed – Where sole shareholder resolved to remove director – Where sole director did not notify director – Where sole director did not notify ASIC.

CORPORATIONS – Voluntary administration – Administrator – Appointment, removal and retirement of administrators – Whether administrators were validly appointed – Where administrators were appointed by director who had allegedly been removed from office. Legislation Cited: Corporations Act 2001 (Cth) ss 128, 129, 249B, 436A, 447C Evidence Act 1995 (NSW) s 140 Cases Cited: ASIC v Vines [2005] NSWSC 738 Briginshaw v Briginshaw (1938) 60 CLR 336; [1938] HCA 34 Commercial Union Assurance Company of Australia Ltd v Ferrcom Pty Ltd (1991) 22 NSWLR 389 Correa v Whittingham (No 3) [2012] NSWSC 526 Correa v Whittingham [2013] NSWCA 263; (2013) 278 FLR 310 Jones v Dunkel (1959) 101 CLR 298 Moukhayber v Camden Timber & Hardware Co Pty Ltd [2002] NSWCA 58 Ross v GNC Homes Pty Ltd [2015] SASC 168 Sliteris v Ljubic [2014] NSWSC 1632 Watson v Foxman (2000) 49 NSWLR 315 Category: Principal judgment Parties: Michael Andrew Hogan and Christian Peter Sprowles in their capacity as joint and several administrators of Sydney Project Group Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) ACN 155 827 295 and S.E.T. Services Pty Ltd (Administrators Appointed) (Receivers and Managers Appointed) ACN 151 314 439 (plaintiffs)