In the matter of Riff Services Pty Ltd (in liq) and Ors [2017] NSWSC 1826

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Riff Services Pty Ltd (in liq) and Ors [2017] NSWSC 1826 Hearing dates: 11 September 2017 Decision date: 11 September 2017 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court makes declarations validating the special resolutions made on 14 August 2017 by, and the appointment of the Plaintiffs as joint and several liquidators of, the companies listed in Schedule 1 to the Originating Process. Catchwords: CORPORATIONS — Membership — Status of membership – where companies passed resolution for voluntary winding up in general meeting – where administrator of estate of deceased member convened and voted by proxy at meeting – whether administrator relevantly "member" of companies – whether resolution validly passed and liquidators validly appointed – whether steps taken should be validated by Court Legislation Cited: - Corporations Act 2001 (Cth), ss 201F, 231(1)(b), 249A, 249F, 461, 467B, 491, 495, 1322 Cases Cited: - A L Campbell & Co Pty Ltd v Federal Commissioner of Taxation [1951] HCA 36; (1951) 82 CLR 452 - Lunn v Cardiff Coal Company (No 3) [2003] NSWSC 789; (2003) 47 ACSR 79 - Nenna v Australian Securities and Investments Commission [2011] FCA 1193; (2011) 198 FCR 32; 284 ALR 386; 86 ACSR 204 - Re DUET Management Co 1 Ltd [2013] NSWSC 817; (2013) 95 ACSR 34 - Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418 - Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396 Category: Principal judgment Parties: Shumit Banerjee and Jason Lloyd Porter in their capacity as joint and several liquidators of Riff Services Pty Ltd (in liq) and others listed in schedule to Originating Process (Plaintiffs) Maria Gower in her capacity as administrator of the Estate of the late Matt Gower (First Defendant) Representation: Counsel: D Barlin (Plaintiffs)