Shaoyong (David) Guo & Anor v Xinwei Song & Ors; In the matter of SG Capricorn Investments Pty Ltd (subject to deed of company arrangement); Dameng Developments Pty Ltd (subject to deed of company arrangement); and New Mangrove Pty Ltd (subject to a deed of company arrangement) [2018] NSWSC 12

Supreme Court New South Wales

Medium Neutral Citation: Shaoyong (David) Guo & Anor v Xinwei Song & Ors; In the matter of SG Capricorn Investments Pty Ltd (subject to deed of company arrangement); Dameng Developments Pty Ltd (subject to deed of company arrangement); and New Mangrove Pty Ltd (subject to a deed of company arrangement) [2018] NSWSC 12 Hearing dates: 28 and 29 November 2017; 14 December 2017 (submissions) Decision date: 24 January 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court releases the First–Third Defendants from their undertaking as to certain funds in bank accounts; declines leave to the Plaintiffs to file the proposed Further Amended Statement of Claim in proceeding no 2015/92649; grants leave to the Plaintiffs to carry on the proceeding against the First–Third Defendants; and orders that the deed of company arrangement executed by the First–Third Defendants in proceeding no 2017/346899 be terminated, that those companies be wound up and that the deed administrators be appointed as liquidators. Catchwords: CIVIL PROCEDURE — Originating process — Amendment – where amendment late and would delay trial – where no adequate explanation of delay in making amendments – whether new claims proposed to be introduced reasonably arguable

CORPORATIONS — Voluntary administration — Deed of company arrangement – Application to set aside resolutions authorising entry into deed of company arrangement – where resolutions were passed on the voices without poll – whether passage of resolutions depended on votes of related party creditors where no poll taken

CORPORATIONS — Winding up – Application that deed of company arrangement be terminated and companies be wound up – where companies' payment of money and potential claim against payee require investigation – whether deed of company arrangement would provide better return to creditors than winding up – who should be appointed as liquidators