FEDERAL COURT OF AUSTRALIA
Australian Securities and Investments Commission v Sleiman, in the matter of Sleiman [2006] FCA 1354
CORPORATIONS LAW – external administration – defendant’s registration cancelled by Company Auditors and Liquidators Disciplinary Board – removal of the defendant as liquidator of companies and as administrator of deed of company arrangement
Corporations Act 2001 (Cth), ss 448B, 449B, 503, 532(1), 1292(2)
IN THE MATTER OF JOSEPH SLEIMAN; AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION v JOSEPH SLEIMAN
NSD 1941 OF 2006GYLES J
6 OCTOBER 2006
SYDNEY
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
NSD 1941 OF 2006
in the matter of joseph sleiman
BETWEEN:
AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION
PlaintiffAND:
JOSEPH SLEIMAN
Defendant
JUDGE:
GYLES J
DATE OF ORDER:
6 OCTOBER 2006
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
Pursuant to sections 449B, 447A, 502 and 503 of the Corporations Act 2001:
1.
a) That Joseph Sleiman be removed as Administrator of the Deed of Company Arrangement regarding the corporation listed in Part 1 of the attached Schedule to this Application pursuant to section 449B, or in the alternative 447A of the Corporations Act.
b) That Quentin James Olde and Ian Charles Francis be forthwith appointed jointly and severally as the Administrators of the Deed of Company Arrangement of the corporation listed in Part 1 of the attached Schedule to this Application pursuant to section 449B, or in the alternative 447A of the Corporations Act.
2.
a) That Joseph Sleiman be removed as official liquidator of the corporations subject to a court ordered winding up and listed in Part 2 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That John Melluish and Morgan John Kelly be forthwith appointed jointly and severally as the Official Liquidator of the corporations subject to a court ordered winding up and listed in Part 2 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
3.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 3 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That David John Frank Lombe and Peter George Yates be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 3 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
4.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 4 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That Keiran William Hutchison and John Raymond Gibbons be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 4 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
5.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 5 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That David John Winterbottom and Craig Peter Shepard be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 5 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
6.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 6 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That Christopher John Honey and Anthony Gregory McGrath be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 6 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
7.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 7 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That Quentin James Olde and Ian Charles Francis be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary winding up and listed in Part 7 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
8.That the Defendant forthwith transfer all records and files concerning the appointments referred to in the Schedule to those persons named as the new Deed Administrators or Liquidators in respect of each such appointment in the above Orders.
9.That each party pay their own costs.
Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
NSD 1941 OF 2006
IN THE MATTER OF JOSEPH SLEIMAN
BETWEEN:
AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION
PlaintiffAND:
JOSEPH SLEIMAN
Defendant
JUDGE:
GYLES J
DATE:
6 OCTOBER 2006
PLACE:
SYDNEY
REASONS FOR JUDGMENT
In this matter I am satisfied from the evidence that the defendant, Joseph Sleiman, is presently unable to act as either liquidator or administrator of the companies respectively listed in the initiating process as his registration has been cancelled pursuant to s 1292(2) of the Corporations Act 2001 (Cth) (the Act) (s 448B; s 532(1) of the Act). Whilst he has filed an appeal to the Administrative Appeals Tribunal he has not sought any stay of the cancellation. By saying that I do not mean to indicate that I would expect that there would be any such application. However, the status quo being what it is, there is little alternative but to ensure that the administration and liquidation of these various companies goes ahead in an orderly fashion not interrupted any more than is necessary by what has occurred.
The appropriate consents having been lodged and the appropriate proof in relation to each company having been tendered, I am satisfied that the orders should be made pursuant to s 449B and s 503 of the Act respectively. I make orders in accordance with the short minutes of orders which I have initialled and placed with the papers.
I certify that the preceding two (2) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles. Associate:
Dated: 16 October 2006
Counsel for the Plaintiff: Mr GP McNally Solicitor for the Plaintiff: Australian Securities and Investments Commission The defendant appeared in person Date of Hearing: 6 October 2006 Date of Judgment: 6 October 2006
- AGLC
- Australian Securities and Investments Commission v Sleiman, in the matter of Sleiman [2006] FCA 1354
- Case
- [2006] FCA 1354
- Decision Date
CaseChat Overview and Summary
The court had to decide several key legal issues. These included whether there were grounds to remove Sleiman from his positions under the Corporations Act 2001 and whether the proposed new appointees were suitable to take over the roles. The court also had to consider whether ASIC had the standing to bring the application and whether the proposed removal and appointments were in the best interests of the corporations and their creditors.
The court found that there were substantial grounds to remove Sleiman from his positions, based on evidence of misconduct and unsuitability. The court was satisfied that the proposed new appointees were appropriate for the roles and would act in the best interests of the corporations and their stakeholders. Therefore, the court ordered the removal of Sleiman and the appointment of the new administrators and liquidators as specified in the orders. Additionally, the court directed Sleiman to transfer all relevant records to the new appointees and ordered that each party bear their own costs.
The final orders included the removal of Joseph Sleiman from various roles as Administrator and Liquidator, the appointment of new administrators and liquidators, and the transfer of relevant records. Each party was also ordered to pay their own costs.
Orders
Orders of the court
Pursuant to sections 449B, 447A, 502 and 503 of the Corporations Act 2001:
1.
a) That Joseph Sleiman be removed as Administrator of the Deed of Company Arrangement regarding the corporation listed in Part 1 of the attached Schedule to this Application pursuant to section 449B, or in the alternative 447A of the Corporations Act.
b) That Quentin James Olde and Ian Charles Francis be forthwith appointed jointly and severally as the Administrators of the Deed of Company Arrangement of the corporation listed in Part 1 of the attached Schedule to this Application pursuant to section 449B, or in the alternative 447A of the Corporations Act.
2.
a) That Joseph Sleiman be removed as official liquidator of the corporations subject to a court ordered winding up and listed in Part 2 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That John Melluish and Morgan John Kelly be forthwith appointed jointly and severally as the Official Liquidator of the corporations subject to a court ordered winding up and listed in Part 2 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
3.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 3 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That David John Frank Lombe and Peter George Yates be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 3 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
4.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 4 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That Keiran William Hutchison and John Raymond Gibbons be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 4 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
5.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 5 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That David John Winterbottom and Craig Peter Shepard be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 5 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
6.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 6 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That Christopher John Honey and Anthony Gregory McGrath be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary liquidations and listed in Part 6 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
7.
a) That Joseph Sleiman be removed as a liquidator of the corporations subject to a creditors’ voluntary winding up and listed in Part 7 of the attached Schedule to this Application pursuant to section 503 of the Corporations Act.
b) That Quentin James Olde and Ian Charles Francis be forthwith appointed jointly and severally as the Liquidator of the corporations subject to creditors’ voluntary winding up and listed in Part 7 of the attached Schedule to this Application pursuant to section 502 of the Corporations Act.
8. That the Defendant forthwith transfer all records and files concerning the appointments referred to in the Schedule to those persons named as the new Deed Administrators or Liquidators in respect of each such appointment in the above Orders.
9. That each party pay their own costs.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
Established by: GYLES J
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