In the matter of JSMOT Pty Limited [2019] NSWSC 1184

Supreme Court New South Wales

Medium Neutral Citation: In the matter of JSMOT Pty Limited [2019] NSWSC 1184 Hearing dates: 7 and 9 August 2019 Date of orders: 10 September 2019 Decision date: 10 September 2019 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Interlocutory Process filed by the Applicants be dismissed. The Applicants to pay the Respondents' costs of and incidental to the Interlocutory Process. Catchwords: CORPORATIONS – receivers and managers – appeal from adjudication of proofs of debt – where receivers consider that rejected proofs of debt had inadequate or no substantiating documentation – where alleged creditor is also director of company – lack of authority to enter into transactions on behalf of company – whether claims subject of proofs of debt are true liability of company and enforceable by law.

RESTITUTION – unjust enrichment – quantum meruit – where alleged creditor is also director of company – where director had no authority to request services on behalf of company – where no evidence of acceptance of benefit by company – where benefits conferred voluntarily – whether claim available for quantum meruit. Legislation Cited: - Corporations Act 2001 (Cth) ss 128, 129 - Evidence Act 1995 (NSW) s 136 Cases Cited: - Brenner v First Artists' Management Pty Ltd [1993] 2 VR 221 - Brick & Pipe Industries Ltd v Occidental Life Nominees Pty Ltd [1992] 2 VR 279; (1991) 6 ACSR 464 - Darkinjung Local Aboriginal Land Council v Darkinjung Pty Ltd (in liq) [2010] NSWCA 351 - J C Houghton and Co v Nothard, Lowe and Wills Ltd [1928] AC 1; [1927] All ER Rep 97 - Junker v Hepburn [2010] NSWSC 88 - Lumbers v W Cook Builders Pty Ltd (in liq) [2008] HCA 27; (2008) 232 CLR 635 - Northside Developments Pty Ltd v Registrar-General (1990) 170 CLR 146 - Pavey & Matthews Pty Ltd v Paul (1987) 162 CLR 221 - Re Jay-O-Bees Pty Ltd (in liq) [2004] NSWSC 818; (2004) 50 ACSR 565 - Re MF Global Australia Ltd (in liq) [2012] NSWSC 994; (2012) 267 FLR 27 - Re New Bounty Pty Ltd; Winpar Holdings Ltd v Baron Corporation Pty Ltd [2015] NSWSC 1060 - Re The Spanish Club Limited [2015] NSWSC 661 - Re Young in his capacity as liquidator of Great Wall Resources Pty Ltd (in liq); Capocchiano v Young [2013] NSWSC 879 - Tanning Research Laboratories Inc v O'Brien [1990] HCA 8; (1990) 169 CLR 332 - Woolcorp Pty Ltd v Rodger Constructions Pty Ltd [2017] VSCA 21 Category: Procedural and other rulings Parties: Gillian Mary McCall (Plaintiff/Third Respondent) Jeffrey Sharp (Second Defendant/First Applicant) Luke Sharp (Second Applicant) Jimelda Hunter Pty Ltd (Third Applicant) David Iannuzzi and Vincent Pirina (in their capacity as receivers and managers of the assets and undertaking of the JOG Unit Trust constituted by Deed of Trust dated 21 June 2010, of which JSMOT Pty Limited is the sole trustee, pursuant to orders made 20 November 2017) (First and Second Respondents) Representation: Counsel: J T Johnson (Plaintiff/Third Respondent) J A Rose (Second Defendant/Applicant) J P Nathan (First and Second Respondents)