In the matter of Dungowan Manly Pty Limited (in liquidation) [2017] NSWSC 1771

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Dungowan Manly Pty Limited (in liquidation) [2017] NSWSC 1771 Hearing dates: 30 November 2017 Decision date: 15 December 2017 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court holds that a direction should be given that the liquidators ought not to take steps to cause the company to cancel its shares on issue and, subject to a commercial consideration to be addressed by the liquidators, an order could be made granting leave to the liquidators to appoint themselves as joint and several administrators of the company and a direction could be given that the administrators would be justified in causing the company to issue a further levy to its shareholders. Catchwords: CORPORATIONS — Winding up — Conduct of liquidation — Application for directions – where company entered agreements with all shareholders providing for cancellation of their shares – where agreements authorise issue of levies by company to shareholders for expenses of carrying on the company – whether liquidators should cause company to cancel its shares – whether further levy should be issued to shareholders – whether directions sought should be given. Legislation Cited: - Corporations Act 2001 (Cth), ss 114, 232, 258B, 436B(2)(g), 437A(1)(d), 511, 556, 1322, 1617, Sch 2 Div 90 Subdiv B - Supreme Court (Corporations) Rules 1999 (NSW), r 2.13 - Uniform Civil Procedure Rules 2005 (NSW), r 6.19(2) Cases Cited: - Butterell v Docker Smith Pty Ltd (1997) 41 NSWLR 129; 23 ACSR 149 - Dungowan Manly Pty Ltd v McLaughlin [2012] NSWCA 180; (2012) 90 ACSR 62 - McLaughlin v Dungowan Manly Pty Ltd [2010] NSWSC 187 - McLaughlin v Dungowan Manly Pty Ltd [2011] NSWSC 215; (2011) 82 ACSR 582 - Re Ansett Australia Ltd [2001] FCA 1439; (2001) 39 ACSR 355; 19 ACLC 1678 - Re Ansett Australia Ltd and Korda [2002] FCA 90; (2002) 115 FCR 409; 40 ACSR 433 - Re Dungowan Manly Pty Ltd (in liq) [2015] NSWSC 491; (2015) 105 ACSR 648 - Re Dungowan Manly Pty Ltd (in liq) [2015] NSWSC 915 - Re Dungowan Manly Pty Ltd [2016] NSWSC 1346 - Re Green (as voluntary administrators of Bevillesta Pty Ltd) [2011] NSWSC 417; (2011) 254 FLR 324; 84 ACSR 215 - Re Mackie Group Pty Ltd (in liq) (in its capacity as trustee of the Jupelina Unit Trust) [2017] VSC 477 - Re MF Global Australia Ltd (in liq) [2012] NSWSC 994; (2012) 267 FLR 27 - Re Octaviar Administration Pty Ltd (in liq) [2017] NSWSC 1556 - Re One.Tel Network Holdings [2001] NSWSC 1065; (2001) 40 ACSR 83; (2002) 20 ACLC 326 Category: Procedural and other rulings Parties: Simon John Cathro and Christopher Damien Darin as joint and several liquidators of Dungowan Manly Pty Limited (in liquidation) (First Applicants) Dungowan Manly Pty Limited (in liquidation) (Second Applicant) Representation: Counsel: F Assaf (Applicants)