In the Matter of Richards Contracting Co Management Pty Ltd

The proceedings concerned an application by a plaintiff to reinstate a deregistered company, Richards Contracting Co Management Pty Ltd, and to wind it up. The primary dispute revolved around whether the Authority of the Insurers’ Guarantee Fund was a proper party to the proceedings and whether the court possessed the power to reinstate the company given the repeal of relevant legislation. The matter was heard in the Court of Appeal of New South Wales.

The court was required to determine several key legal issues. These included whether the Authority of the Insurers’ Guarantee Fund was a proper party to the proceedings, and critically, whether the court retained the power to reinstate a deregistered company under s 459(6) of the *Companies (New South Wales) Code* after that section had been repealed. Further questions arose regarding the interpretation of s 85 of the *Corporations (New South Wales) Act 1990* and its effect on repealed co-operative scheme laws, and the nature of accrued statutory rights under s 30(1)(c) of the *Interpretation Act 1987* in the context of the right to seek reinstatement. The court also considered the entitlement to payment under s 236 of the *Workers Compensation Act 1987* and whether a plaintiff could proceed directly against the Insurers’ Guarantee Fund.

The court reasoned that the right to seek reinstatement under s 459(6) of the *Companies (New South Wales) Code* was an accrued statutory right that survived the repeal of the provision, as protected by s 30(1)(c) of the *Interpretation Act 1987*. This right was considered more than mere locus standi, involving the interests of a person aggrieved by the exercise of the right. The court found that s 85 of the *Corporations (New South Wales) Act 1990* did not, of its own force, render applicable the repealed co-operative scheme law as it was not a deeming provision. The court ultimately ordered an extension of time for the plaintiff to apply for reinstatement, ordered the reinstatement of the company, and ordered that the company be wound up with a liquidator appointed. These orders were to be taken to have been made *nunc pro tunc* and effective from 18 December 2014.