Murray v Feros [2019] NSWSC 260

Supreme Court New South Wales

Medium Neutral Citation: Murray v Feros [2019] NSWSC 260 Hearing dates: 4, 5 March 2019 Date of orders: 07 March 2019 Decision date: 07 March 2019 Jurisdiction: Equity - Commercial List Before: Parker J Decision: 1. Orders made for dissolution of partnerships and winding up of companies.

2. Plaintiffs' costs to be paid out of assets of partnerships and companies; no order as to defendants' costs.

3. Application for lump sum costs order refused. Catchwords: PARTNERSHIP – dissolution and winding up – by the court – just and equitable – scope of a partnership business uncertain – form of order – provisional appointment of receiver – directions required empowering receivers to prepare for sale of partnership assets and consequential accounting.

PARTNERSHIP – costs of dissolution and winding up – proper approach to costs orders – distinction between costs of proceedings in the Court and costs of conducting accounts or otherwise winding up the affairs of the partnership.

CORPORATIONS — Winding up – by the court – just and equitable – parties agreement that companies be dissolved – no prejudice caused by failure to comply with notice requirements – dispensation granted under Corporations Act ss 465A(1), 467(3).

CORPORATIONS — Winding up — Practice and procedure — Costs and expenses – discretion of the Court under s 461 – alleged oppressive conduct of company affairs under s 461(f) – proper party against whom costs order ought be made not joined to proceedings – determination of costs orders.

Quantification of costs order – gross sum costs order sought pursuant to UCPR s 98(4) – requirement for some good reason for Court to depart from usual practice – appropriate form of costs order. Legislation Cited: Corporations Act 2001 (Cth) ss 233; 461(1); 461(1)(k); 465A(1) and 467(3) Legal Profession Uniform Law (NSW), Part 4.3, Division 7 Partnership Act 1892 (NSW), ss 35(f); 39 Partnership Act 1963 (ACT) ss 40(1)(f); 45(2) Uniform Civil Procedure Act s 98(4) Cases Cited: Bluth v Einfeld (Supreme Court (NSW), Young J, 26 November 1991, unrep) Hamer v Giles (1879) 11 Ch D 941 Leach v Williams [2017] WASC 188 Queensland Trustees Limited v Fawckner (1964) Qd R 153 Re Minister for Immigration and Ethnic Affairs; Ex parte Lai Qin (1997) 186 CLR 622; [1997] HCA 6 Slim & Ors v Kabra & Ors [2006] NSWSC 837 Xie v Zhou [2002] NSWSC 1114 Texts Cited: Roderick I'anson Banks, Lindley and Banks on Partnership (20th ed, 2017, London : Sweet & Maxwell) Category: Procedural and other rulings Parties: Luke Anthony Murray (First Plaintiff) Murmid Pty Limited (Second Plaintiff) Peter Michael Feros (First Defendant) Espie Ian Watt (Second Defendant) Discount Pharmacy Pty Limited (Third Defendant) RX Dispense Pty Limited (Fourth Defendant) Matthew Leonard Michael Ferros (Fifth Defendant) Representation: Counsel: E Holmes/B Hancock (First Plaintiff and Second Plaintiff) T Brennan (First Defendant and Fifth Defendant R Parsons (Second Defendant)