Bruton Holdings Pty Ltd (in liq) v Federal Commissioner of Taxation

The High Court of Australia considered an appeal by Bruton Holdings Pty Ltd (in liq) against a decision of the Full Court of the Federal Court of Australia. The dispute concerned the validity of a notice issued by the Commissioner of Taxation under s 260-5 of Schedule 1 to the *Taxation Administration Act 1953* (Cth) after the company had passed a resolution for its voluntary winding up. The Commissioner sought to recover tax debts by requiring moneys held by a third party, Piper Alderman, to be paid to the Commissioner.

The central legal issues before the High Court were whether a notice issued under s 260-5 of the *Taxation Administration Act* could be validly issued after a company had commenced winding up, and whether such a notice constituted an "attachment" within the meaning of s 500(1) of the *Corporations Act 2001* (Cth), which would render it void. The Court was required to determine the relationship between these two legislative provisions.

The High Court reasoned that the power conferred on the Commissioner by s 260-5 of the *Taxation Administration Act* does not extend to companies in liquidation. This conclusion was based on the construction of the *Corporations Act*, particularly s 500(1), which renders any attachment, sequestration, distress, or execution put in force against a company's property void after a resolution for voluntary winding up has been passed. The Court held that the term "any attachment" in s 500(1) is not to be given a restricted meaning that would exclude the operation of a notice issued under s 260-5. Consequently, the tension that might otherwise arise between the two statutes did not materialise, as the Commissioner's general powers under s 260-5 were not available in the circumstances of a company in liquidation.

The High Court allowed the appeal with costs, setting aside the orders of the Full Court of the Federal Court and ordering that the appeal to that Court be dismissed with costs.