In the matter of Gulf Energy Ltd [2019] NSWSC 1637

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Gulf Energy Ltd [2019] NSWSC 1637 Hearing dates: 18 November 2019 Decision date: 18 November 2019 Jurisdiction: Equity Before: Ward CJ in Eq Decision: 1. Order pursuant to s 447A of the Corporations Act 2001 (Cth) that Part 5.3A of the Corporations Act 2001 (Cth) is to operate in relation to Gulf Energy Limited as if each of Bruce Gleeson and Daniel Robert Soire was validly appointed as joint administrator of Gulf Energy Limited by resolution of the Board of Directors of Gulf Energy Limited on 21 October 2019 pursuant to s 436A of the Corporations Act 2001 (Cth). 2. Declare pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) that Mr Gleeson and Mr Soire's appointments as administrators of Gulf Energy Limited on 21 October 2019 and all acts, matters or things purporting to have been done or any proceedings purported to have been instituted or taken under the Corporations Act 2001 (Cth) in relation thereto pursuant to that appointment, are not invalid by reason of any contravention of a provision of the Corporations Act 2001 (Cth) or any provision of the Club's constitution. 3. Order that the first and second plaintiffs' costs of the originating process be costs in the administration of Gulf Energy Limited. Catchwords: CORPORATIONS — Administrators — Appointment – whether appointment of two administrators was valid – where resolution pursuant to which the first and second plaintiffs were appointed as voluntary administrators was valid despite there only being two directors of the company per s 201A of the Corporations Act 2001 (Cth) – whether exception contained in the company's constitution for a lesser number of directors to act for certain purposes including emergencies applied – held that the administrators had been validly appointed. Legislation Cited: Corporations Act 2001 (Cth), ss 447A, 447C, 1322(4)(a), 436A, 201A(2), 447A(1), Pt 5.3A Cases Cited: Creative Memories Australia Pty Limited (administrators appointed) [2013] NSWSC 652 DH International Pty Limited (Administrators appointed) [2013] NSWSC 1120 Dolores Correa and The Spanish Club Limited (subject to Deed of Company Arrangement) v Kenneth Michael Whittingham (No 3) [2012] NSWSC 526 Hayes v Doran (No 2) [2012] WASC 486 In the matter of Creative Memories Australia Pty Ltd (Administrators Appointed) [2013] NSWSC 652 In the matter of DH International Pty Limited (Administrators Appointed) ACN 143 461 849 [2013] NSWSC 1120 In the matter of Lime Gourmet Pizza Bar (Charlestown) Pty Ltd (formerly under administration); Lime Gourmet Pizza Bar (Darby Street) Pty Ltd (formerly under administration) (in liq); Lime Gourmet Pizza Bar (Hamilton) Pty Ltd (formerly under administration) [2015] NSWSC 244 In the matter of Warwick Keneally as administrator of Australian Blue Mountain International Cultural & Tourist Group Pty Ltd (admin apptd) [2015] NSWSC 937 Category: Procedural and other rulings Parties: Bruce Gleeson (First Plaintiff) Daniel Robert Soire (Second Plaintiff) Gulf Energy Limited (Third Plaintiff) Representation: Counsel: D Weinberger