In the matter of Lesso Building Material Trading (Sydney) Pty Limited (administrators appointed) [2018] NSWSC 1486

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Lesso Building Material Trading (Sydney) Pty Limited (administrators appointed) [2018] NSWSC 1486 Hearing dates: 1 June 2018 Decision date: 01 June 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: Application to declare appointment of voluntary administrators invalid is dismissed with costs. Catchwords: CORPORATIONS — management and administration — meetings of directors — where constitutional quorum requirement for directors' meeting was satisfied — where shareholder agreement quorum requirement for directors' meeting was not satisfied — where company is insolvent — whether resolution passed at directors' meeting to appoint voluntary administrators to the company should be declared invalid. Legislation Cited: - Corporations Act 2001 (Cth) ss 136, 140, 436A, 440D, 447A, 1322 Cases Cited: - Citi Project Marketing (Qld) Pty Limited v VG Projects Pty Limited [2017] QSC 65 - Elders Forestry Ltd v Bosi Security Services Ltd [2010] SASC 223: (2010) 80 ACSR 122 - Re Keneally (as Administrator of Australian Blue Mountain International Cultural) v Tourist Group Pty Limited (admin apptd) [2015] NSWSC 937; (2015) 107 ACSR 172 - Smolarek & Anor v Brian Keith McMaster (as Administrator of Eznut Pty Limited) [2006] WASCA 216 Category: Procedural and other rulings Parties: Frank Tang (First Plaintiff) Australia Quicklybuys Pty Ltd (Second Plaintiff) Lesso Building Material Trading (Sydney) Pty Limited (Administrators Appointed) (First Defendant) Ze Ming Pan (Second Defendant) Weiyuan Wang (Third Defendant) Lesso Mall (Australia) Holdings Pty Limited (Fourth Defendant) Andrew Cummins (Fifth Defendant) Peter Krejci (Sixth Defendant) Representation: Counsel: M Painter SC/A Fernon (Plaintiffs) C Harris SC/D Robertson (Second to Fourth Defendants) D L Cook SC (Administrators)