Canavan v ICRA Rolleston Pty Ltd

[2022] QCA 110

SUPREME COURT OF QUEENSLAND

CITATION:

Canavan v ICRA Rolleston Pty Ltd [2022] QCA 110

PARTIES:

JOHN PHILLIP CANAVAN

(appellant)

v

WILLIAM JAMES HARRIS, KEITH ALEXANDER CRAWFORD AND JASON PRESTON AS RECEIVERS AND MANAGERS OF ICRA ROLLESTON PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (ADMINISTRATORS APPOINTED)

(respondent)

FILENOS:

Appeal No 6747 of 2021

SC No 4006 of 2021

DIVISION:

Court of Appeal

PROCEEDING:

General Civil Appeal

ORIGINATING COURT:

Supreme Court at Brisbane – [2021] QSC 98 (Flanagan J)

DELIVEREDON:

21 June 2022

DELIVEREDAT:

Brisbane

HEARINGDATE:

20 October 2021

JUDGES:

Sofronoff P and Fraser and Mullins JJA

ORDER:

Appeal dismissed with costs.

CATCHWORDS:

STATUTES – ACTS OF PARLIAMENT - INTERPRETATION – OTHER MATTERS – where a party

to the joint venture appointed the respondents as receivers to one of the joint venturers (ICRA) and the receivers entered into a contract to sell ICRA’s interest in the joint venture – where the appellant is ICRA’s sole director and sought to inspect the contract under s 421(2) of the Corporations Act 2001 (Cth) and the respondents disputed his right to do so – where the appellant applied for an order requiring the respondents to permit inspection and the primary judge dismissed the application, concluding that the contract had not been shown to be a financial record within the meaning of s 421 – where the contract was not in evidence – whether the primary judge erred in interpreting the “financial record” in s 421(1)(d)

Corporations Act 2001 (Cth), s 9, s 421

Boulos v Carter (2005) 220 ALR 572; [2005] NSWSC 891, cited

Phillips v Corporate Affairs Commission (SA) (1986) 11 ACLR 182; [1986] SASC 9540, cited

COUNSEL:	D B O’Sullivan QC, with C A Wilkins, for the appellant M R Hodge QC, with A R Langshaw, for the respondent
SOLICITORS:	Piper Alderman for the appellant Arnold Bloch Leibler for the respondent

1. THE COURT: ICRA Rolleston Pty Ltd (“ICRA”), Rolleston Coal Holdings Pty Ltd (“Rolleston”) and Sumisho Coal Australia Pty Ltd (“Sumisho”) were parties to a joint venture agreement under which they owned and operated a coal mine in Queensland. Rolleston held a 75 per cent interest in the venture and the other two companies held a 12.5 per cent interest each. On 8 December 2020 Rolleston appointed the respondents as receivers to ICRA pursuant to its rights under a charge. In February 2021 the receivers entered into a contract to sell ICRA’s interest in the joint venture.

1. The appellant is ICRA’s sole director. On 1 April 2021 the appellant wrote to the respondents asking to inspect the contract. He was seeking to invoke his right of inspection under s 421(2) of the Corporations Act 2001 (Cth). The respondents disputed his right to do so and refused his request. Accordingly, the appellant applied to Flanagan J for an appropriate order that would require the respondents to permit inspection. Flanagan J dismissed the application and the appellant has appealed against that refusal.

1. Section 421 provides:

2. A managing controller of property of a…