John Phillip Teasdale v Australian Securities and Investments Commission

[1999] NSWSC 684

CITATION:	John Phillip Teasdale v ASIC [1999] NSWSC 684 revised - 08/07/99
CURRENT JURISDICTION:	Equity
FILE NUMBER(S):	2971/99
HEARING DATE(S):	05/07/99
JUDGMENT DATE:	5 July 1999
PARTIES :	John Philip Teasdale (Plaintiff) Australian Securities and Investments Commission (Defendant)
JUDGMENT OF:	Santow J

COUNSEL :	A P P Lo Surdo (Plaintiff) ex parte
SOLICITORS:	Sanfilippo Associates Lawyers (Plaintiff) ex parte
CATCHWORDS:	CORPORATIONS — Reinstatement — Validation of payments — "person aggrieved" for standing purpose.
ACTS CITED:	Corporations Law s601AH(2), s601AH(3) Income Tax Assessment Act s222AOC
CASES CITED:	A-G of Gambia v N’jie (1961) AC 617 National Trust of Australia (Vic) v Australian Temperance & General Mutual Life Assurance Society Ltd (1976) VR 592 Re Prosperpine Pty Ltd (1980) CLC 34,277
DECISION:	Reinstate company under s601AH(2)

REVISED — 8 July, 1999
IN THE SUPREME COURT
OF NEW SOUTH WALES
IN EQUITY

SANTOW J

No. 2971/99
John Philip Teasdale
Plaintiff
Australian Securities and Investments Commission
Defendant
JUDGMENT — ex tempore

5 July 1999 1 In this matter I now give the reasons for the orders earlier made to reinstate Teasdale Roofing and Cladding Pty Limited pursuant to s601AH(2) of the Corporations Law and under s601AH(3) to validate certain payments and the incurrence of certain liabilities which occurred subsequent to the deregistration. It had been deregistered for failure to lodge annual returns, in circumstances where the Applicant, who was the company officer responsible gives evidence of his being in a state of acute depression. However, its financial position would be now in prospect of insolvency, if reinstated, unless salvageable as now proposed. 2 The Applicant is, I am satisfied, “a person aggrieved” by the deregistration and thus entitled to seek reinstatement; see Needham J in Re Prosperpine Pty Ltd (1980) CLC 34,277 at 34,279 citing the Privy Council in A-G of Gambia v N’jie (1961) AC 617 at 634 in these terms (subsequently applied by National Trust of Australia (Vic) v Australian Temperance & General Mutual Life Assurance Society Ltd (1976) VR 592 at 604-5):

“The words ‘person aggrieved’ are of wide import and should not be subjected to a restrictive interpretation. They do not include, of course, a mere busybody who is interfering in things which do not concern him: but they do include a person who has a genuine grievance because an order has been made which prejudicially affects his interests.”

3    He is a director, a principal shareholder and importantly a contingent creditor of the Company by virtue of a penalty notice served on him by the Australian Taxation Office pursuant to s222AOC of the Income Tax Assessment Act in relation to the Company’s unpaid tax. 4    I should add that the penalty notice post-dated deregistration but there is no evidence as to whether it was prompted by it. 5    The Company is seeking to bring about a deed of company arrangement which the Applicant hopes will see the taxation debt and other debts compromised. It is based upon his contributing $80,000 to be utilised by the Administrator pursuant to a deed of company arrangement, yielding, it is said, some 40 cents in the dollar for creditors. 6    Should these arrangements fail by reason of the Administrator being unsuccessful in those endeavours, it can be expected that the Company will be either again deregistered or liquidated. The undertakings in paragraph 3 are intended to ensure that ASIC is kept informed about the progress of the administration. This is in circumstances where ASIC has not opposed the present application and where the Taxation Department have taken no step to appear to-day, though informed of these proceedings.

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Last Modified: 06/30/2000