In the matter of Milgerd Nominees Pty Ltd and others [2019] NSWSC 311

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Milgerd Nominees Pty Ltd and others [2019] NSWSC 311 Hearing dates: 5 February 2019 Decision date: 05 February 2019 Jurisdiction: Equity - Corporations List Before: Black J Decision: Order that the Companies be wound up in insolvency; declare that the appointment of the voluntary liquidators and voluntary administrators was valid; the liquidators, nunc pro tunc, be conferred power to complete the relevant transaction; and the Plaintiffs' costs of the application be paid out of the assets of the Companies. Catchwords: CORPORATIONS – winding up – application for court ordered winding up – where companies in voluntary liquidation and voluntary administration – whether court-appointed liquidation promotes the interests of creditors and the interests of the administration.

CORPORATIONS – winding up – application to validate appointment of voluntary liquidators and voluntary administrators under s 1322 of the Corporations Act 2001 (Cth) – where appointed by sole director of company not ordinarily resident in Australia – whether it is just and equitable that an order validating appointment be made – whether the power under s 1322(4) of the Corporations Act 2001 (Cth) should be exercised.

CORPORATIONS – winding up – liquidators – powers – application for approval under s 477(2B) of the Corporations Act 2001 (Cth) to enter into relevant transaction nunc pro tunc – where transaction was negotiated prior to appointment – whether approval under s 477(2B) of the Corporations Act 2001 (Cth) will promote the interests of the external administration. Legislation Cited: - Corporations Act 2001 (Cth) ss 201A, 447A, 459A, 467, 477(2B), 1322, 1322(4), 1322(6) - Supreme Court (Corporations) Rules 1999 (NSW) r 5.6 Cases Cited: - CBA Corporate Services (NSW) Pty Ltd v Walker and Moloney; Re ZYX Learning Centres Ltd (recs and mgrs apptd) (in liq) (2013) 212 FCR 444 - Jones (Liquidator) v Matrix Partners Pty Ltd, in the matter of Killarnee Civil & Concrete Contractors Pty Ltd (in liq) [2018] FCAFC 40 - Re BCI Finances Pty Ltd (in liq) [2015] FCA 1487 - Re Creative Memories Australia Pty Ltd (admins apptd) [2013] NSWSC 652 - Re DH International Pty Ltd (admins apptd) [2013] NSWSC 1120; (2013) 95 ACSR 578 - Re Evcorp Grains Pty Ltd (No 2) [2014] NSWSC 155 - Re HIH Insurance Ltd [2004] NSWSC 5 - Re Kevin Jacobsen Pty Ltd (in liq) [2016] NSWSC 538 - Re Stansfield DIY Wealth Pty Ltd (in liq) [2014] NSWSC 1484 Texts Cited: Austin and Black's Annotations to the Corporations Act [5.477] Category: Principal judgment Parties: John Sheahan and Ian Russell Lock as liquidators of Milgerd Nominees Pty Ltd (in liq) and others. Representation: Counsel: A Zheng (Plaintiffs)