In The Matter Of Charlie Lovett Miranda Pty Limited

[2012] NSWSC 1325

Supreme Court

New South Wales

Medium Neutral Citation:	In The Matter Of Charlie Lovett Miranda Pty Limited [2012] NSWSC 1325
Hearing dates:	Wednesday 3 October 2012
Decision date:	03 October 2012
Jurisdiction:	Equity Division - Corporations List
Before:	Brereton J
Decision:	The defendant be wound up
Legislation Cited:	(Cth) Corporations Act 2001, s 459A, s 233(1)(a), s 461(k)
Category:	Interlocutory applications
Parties:	Mister Ed Pty Ltd - Plaintiff Charlie Lovett Miranda Pty Limited - Defendant
Representation:	Counsel: G Polczynski (solicitor) - Plaintiff (Liquidator) A Martin - Intervenor Solicitors: Kells The Lawyers (Sydney) - Plaintiff Goodsell Lawyers - Intervenor
File Number(s):	2012/ 247347

Judgment (ex tempore)

1. HIS HONOUR: The plaintiff is one of two equal shareholders in the defendant Charlie Lovett Miranda Pty Limited. The applicant on an interlocutory process filed on 28 September 2012 for the appointment of a provisional liquidator, Charlie Lovett Pty Limited, is the other equal shareholder, whose principal has indicated in his affidavit that he consents to the winding up of the defendant.

1. The originating process claiming a winding up of the defendant - alternatively on the ground of insolvency under (Cth) Corporations Act 2001, s 459A, or oppression under s 233(1)(a), or the just and equitable ground in s 461(1)(k) - was first returnable on 19 September 2012, and is set down for hearing as a short matter in the Corporations List on 15 October 2012.

1. The proceedings have been duly advertised and notified. In circumstances where both shareholders agree that the company should be wound up, and it is apparent that there is a deadlock between them, it is plainly just and equitable that the company be wound up.

1. Although there was some tactical manoeuvring as to whether that order should be made today or on 15 October, there does not appear to be any good reason for deferring what otherwise appears inevitable. In addition, I am satisfied that the state of deadlock that exists, and the current state of affairs at the company's Miranda cafe is such, that its assets may be in jeopardy if a provisional liquidator were not appointed. And if I were not to make a winding-up order, I would have, today, appointed a provisional liquidator. In those circumstances, it is appropriate now to make the winding-up order.

1. Three consents of liquidators are before the court. The ordinary practice of the court is that unless evidence is brought forward demonstrating the unfitness or inappropriateness of the liquidator proposed by the plaintiff, then the plaintiff's liquidator will be appointed.

1. I make the following orders:

(1)   Order pursuant to (Cth) Corporations Act 2001, s 461(1)(k), that the defendant, Charlie Lovett Miranda Pty Limited, be wound up on the ground that it is just and equitable to do so.

(2)   Appoint Sule Arnautovic of level 4, 55 Hunter Street, Sydney 2000, liquidator of the defendant.

(3)   Order that the costs of the interlocutory process be costs in the winding up.

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Decision last updated: 17 May 2013