Glenfyne International Holding Limited v Glenfyne Farms International AU Pty Ltd (in liq); Glenfyne International Limited v GI Commercial Pty Ltd (in liq) [2019] NSWCA 304

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Glenfyne International Holding Limited v Glenfyne Farms International AU Pty Ltd (in liq); Glenfyne International Limited v GI Commercial Pty Ltd (in liq) [2019] NSWCA 304 Hearing dates: 14 August 2019 Date of orders: 11 December 2019 Decision date: 11 December 2019 Before: Bathurst CJ at [1]; Bell P at [2]; Macfarlan JA at [76] Decision: In proceedings 2019/96083: 1. Allow the appeal. 2. Set aside the orders of the primary judge in proceedings 2018/357721. 3. Order that the resolution proposed at the meeting of creditors of Glenfyne Farms International AU Pty Ltd on 9 October 2018 that Jason Lloyd Porter and Fabian Kane Micheletto be appointed as joint and several liquidators of Glenfyne Farms International AU Pty Ltd be taken to have been passed at the meeting. 4. No order as to costs. In proceedings 2019/96084: 1. Allow the appeal. 2. Set aside order 2 made on 8 March 2019 in proceedings 2018/357706 and in lieu thereof, order that pursuant to s 472(1) of the Corporations Act 2001 (Cth) Jason Lloyd Porter and Fabian Kane Micheletto be appointed as joint and several liquidators of GI Commercial Pty Ltd (in liq). 3. No order as to costs. Catchwords: CORPORATIONS – Insolvency – second meeting of creditors resolves to place company into liquidation – substantial creditors' motion for appointment of liquidator fails – former administrator as person presiding at meeting exercises casting vote against resolution – proper characterisation of resolution – whether or not resolution to appoint liquidator was a resolution to remove an external administrator within the meaning of s 75-115 of Insolvency Practice Rules – whether Court should have ordered that proposed resolution to appoint liquidators should have been taken to have been passed at meeting within meaning of s 75-43(4)(a) of the Insolvency Practice Schedule – relevant considerations.