Le Meilleur Pty Ltd v Jin Heung Mutual Savings Bank Co Ltd

Le Meilleur Pty Ltd brought an action against Jin Heung Mutual Savings Bank Co Ltd and others to determine the validity of a deed of company arrangement and related matters. The central dispute involved whether the deed of company arrangement was a binding instrument under the Corporations Act 2001 (Cth) and if the second defendant was bound by the deed. Additionally, the court had to decide whether the deed or parts thereof should be terminated or if the second defendant should be granted relief against the operation of some or all of its terms. The plaintiffs also sought an order compelling the first and second defendants to deliver discharges of mortgages to enable the completion of contracts for sale by the deed administrators.

The legal issues before the court included whether the deed was in conformity with the resolution passed at the second meeting of creditors, and thus a binding instrument as per s 444B(6) of the Corporations Act. Another issue was whether the second defendant validly voted in favour of the deed, considering that the vote was carried "on the voices" and the second defendant's proxy held multiple proxies. The court also had to consider whether, if the deed was binding and the second defendant was bound by it, the deed or part thereof should be terminated or the second defendant granted relief against the operation of some or all of its terms. Furthermore, the plaintiffs sought an order to compel the defendants to deliver discharges of mortgages.

The court determined that the deed of company arrangement was not a binding instrument as it did not conform to the deed proposal that was the subject of the resolution on which creditors voted. Consequently, the second defendant was not bound by the deed. The manner in which the vote was taken at the meeting precluded the finding that the holder of the second defendant's proxy validly voted in favour of the deed. As a result, the administration was terminated under s 446A, causing a creditors' voluntary winding up to arise. The court also dismissed an application to amend the plaintiffs' originating process to seek declaratory or other relief in relation to a claimed equitable charge or lien over land, as Anshun considerations applied.