Gallieni and Gallieni and Ors

The proceeding involved an application for the winding up of K Pty Ltd. The primary parties were the applicant seeking the winding up, and the respondents, including Mr. and Mrs. Gallieni (referred to as the husband and wife), and Mr. and Ms. D and Mr. and Ms. H (referred to as the interveners). The dispute concerned the proper shareholding and directorship of the company, as well as the improper receipt of company funds by the husband.

The court was required to determine whether the company should be wound up, the correct shareholding and directorship of the company, the extent of the company's indebtedness to the third and fourth interveners, and the amounts improperly received by the husband and wife from the company. Additionally, the court needed to make orders regarding the discharge of mortgages, the distribution of assets upon liquidation, and the allocation of costs.

Benjamin J ordered the winding up of K Pty Ltd and appointed a liquidator. The court declared void the purported issue of shares to the husband, wife, and Mr. and Ms. H, and the appointment of Mr. and Ms. H as directors. The court clarified the shareholding of the company, with Mr. D and Ms. D each holding one share, and the husband and wife each holding two shares. The court also declared that the company owed Mr. and Ms. H $28,000 for a loan. Crucially, the court ordered the husband and wife to repay significant sums to the company, representing monies improperly received, with specific provisions for set-off against any distributions. The court further directed the liquidator to investigate other potential misappropriations and to rectify the company's registers and accounts. The orders also addressed the discharge of mortgages, the distribution of assets upon liquidation, and the allocation of liquidation costs, including indemnities between the parties. Separate superannuation orders were made by agreement, directing the trustee of the MLC Masterkey Superannuation Fund to pay a specified amount to Ms. Gallieni from Mr. Gallieni's interest in the fund.