Deputy Commissioner of Taxation, in the matter of Solutions (Qld) Pty Ltd ACN 111 569 709 v Solutions (Qld) Pty Ltd ACN 111 569 709

[2008] FCA 1153

FEDERAL COURT OF AUSTRALIA

Deputy Commissioner of Taxation, in the matter of Solutions (Qld) Pty Ltd ACN 111 569 709 v Solutions (Qld) Pty Ltd ACN 111 569 709 [2008] FCA 1153

IN THE MATTER OF SOLUTIONS (QLD) PTY LTD ACN 111 569 709
DEPUTY COMMISSIONER OF TAXATION v SOLUTIONS (QLD) PTY LTD ACN 111 569 709

QUD 119 OF 2008

DOWSETT J
10 JULY 2008
BRISBANE

IN THE FEDERAL COURT OF AUSTRALIA
QUEENSLAND DISTRICT REGISTRY	QUD 119 OF 2008

IN THE MATTER OF SOLUTIONS (QLD) PTY LTD ACN 111 569 709

BETWEEN:	DEPUTY COMMISSIONER OF TAXATION Plaintiff
AND:	SOLUTIONS (QLD) PTY LTD ACN 111 569 709 Defendant

JUDGE:	DOWSETT J
DATE:	10 JULY 2008
PLACE:	BRISBANE

REASONS FOR JUDGMENT

1. This is an application to wind up Solutions (Qld) Pty Ltd.  An administrator has already been appointed.  Today the company appears to urge that the application be adjourned, the purpose being the further development of a proposal for a scheme of arrangement.  The basis of the proposed scheme of arrangement seems to be that funds may be available from an associated company, Solgroup Hope Island Proprietary Limited, arising from a claim which that company has against a real estate agent in connection with its acquisition of land, allegedly as a result of misleading and deceptive representations as to the development potential of the relevant land.

2. To my mind, however, the proposal is, at the very best for the moment, imprecise and uncertain.  It is suggested that a solicitor has formed a preliminary view that there is a cause of action and has commenced proceedings, but no documents evidencing the proceedings have been provided to me. 

3. The merits of any proceedings, actual or proposed, have also not been addressed.  There is no sworn evidence as to the alleged misrepresentation or even details as to the circumstances in which it was made.  In particular, it is difficult to identify the basis for any damages claim.  There is no evidence as to the value of the property acquired  There is a list of outgoings incurred in anticipation of a development project, but no explanation as to how the incurrence of those amounts might be attributable to the misleading and deceptive conduct.  The shape and nature of the proceedings are completely unclear.

4. Finally, there is no evidence before me as to the financial position of Solgroup Hope Island Proprietary Limited.  Thus it is difficult to know how much money would flow to the present defendant, which is said to be a creditor of Solgroup Hope Island, even assuming that the proceedings were successful.

5. In those circumstances, I am certainly not satisfied that it is in the interests of the company’s creditors that the company continue under administration for the purpose of developing a scheme of arrangement which exploits the circumstances to which I have referred.  No other basis is offered for an adjournment.  The matter should proceed.

I certify that the preceding five (5) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Dowsett.

Associate:

Dated:       7 August 2008

Solicitor for the Plaintiff:	Ms RL Van Hoeyen of the Australian Taxation Office Legal Services Branch
Solicitor for the Defendant:	Mr A Lambros of Bennett & Philp

Date of Hearing:	10 July 2008
Date of Judgment:	10 July 2008