In the matter of Wise Guys International Pty Limited (in liquidation)

In the Federal Court of Australia, the liquidator of Wise Guys International Pty Limited (in liquidation) applied for special leave to distribute the surplus of assets following the winding up of the company. The applicant sought directions to allocate a vesting date for the trust established under a trust deed, which would determine the distribution of the surplus to the unitholders. The primary issue before the court was whether the liquidator should be granted leave to proceed with the distribution of the surplus and whether the liquidator was entitled to terminate the trust, in accordance with the terms of the trust deed.

The legal issue revolved around the interpretation of the trust deed and the authority of the liquidator in determining the vesting date and the termination of the trust. The court had to consider whether the liquidator had the necessary powers under the trust deed to allocate the vesting date and whether such directions were within the scope of the court's jurisdiction. The liquidator argued that the trust deed granted them the authority to determine the vesting date, while the opposing party contended that the liquidator lacked the requisite powers to make such a decision.

The court found that the liquidator was indeed entitled to determine the vesting date under the terms of the trust deed. The court emphasised that the trust deed explicitly provided for the liquidator's role in this regard. Additionally, the court held that the liquidator had the authority to terminate the trust, as the trust deed contained provisions allowing for such termination. The court concluded that the liquidator's actions were consistent with their duties and powers as outlined in the trust deed and the Corporations Act.

The court granted the liquidator special leave to distribute the surplus of assets to the unitholders. It also directed that the liquidator could terminate the trust in accordance with the terms of the trust deed. The court's decision provided clarity on the liquidator's role in determining the vesting date and terminating the trust, ensuring that the surplus could be properly distributed to the unitholders.