Guo v Song

In the matter of Guo v Song, the respondents, Guo and others, sought various orders in relation to the companies in which they held interests. The applicants, Song and others, opposed the applications. The dispute centred on the administration of the companies, the validity of certain resolutions, and the potential winding up of the companies. The court had to decide whether to allow the late amendments to the originating process, the validity of the resolutions passed without a poll, the merits of setting aside the deed of company arrangement, and the appointment of liquidators.

The court first addressed the issue of late amendments to the originating process. The respondents sought to introduce new claims late in the proceedings without adequate explanation for the delay. The court held that the amendments were not reasonably arguable and would unduly delay the trial. Therefore, the court refused to allow the late amendments.

Next, the court examined the validity of the resolutions authorising the entry into a deed of company arrangement. The resolutions were passed on the voices without a poll. The court had to determine whether the passage of the resolutions depended on the votes of related party creditors. Given the lack of a poll, the court found that it could not ascertain whether the resolutions were properly passed. Consequently, the court set aside the resolutions and the deed of company arrangement.

The court also considered the application to terminate the deed of company arrangement and wind up the companies. The court had to decide whether the deed of company arrangement would provide a better return to creditors than winding up. The court found that the companies' payment of money and potential claims against the payee required further investigation. Therefore, the court declined to wind up the companies and ordered further investigation into the companies' financial affairs.

Finally, the court addressed the application for leave to proceed with proceedings against the companies. The adjudication of the plaintiffs' claim as proof of debt would turn on disputed oral representations. The court had to decide whether the proceedings would determine whether the companies had claims against the other defendants. The court found that the proceedings were necessary to determine the companies' liabilities and appointed liquidators to investigate the matter further. The court ordered the companies to release certain assets from the undertaking not to dispose of them.