Legend International Holdings Inc (ARBN 120 855 352) (in Liquidation) v Indian Farmers Fertiliser Cooperative Limited & Kisan International Trading FZE

The case involves Legend International Holdings Inc, a foreign company in liquidation, and the Indian Farmers Fertiliser Cooperative Limited and Kisan International Trading FZE. The respondents applied to wind up the appellant in Australia. The appellant had filed for voluntary bankruptcy in the United States under Chapter 11 of the United States Code after the application for winding up was made. The Supreme Court of Victoria found that the main centre of the appellant's interests was in Australia. The court refused the application to recognise the Chapter 11 proceeding under the Model Law, which has been given force in Australia by the Cross-Border Insolvency Act 2008. The court found that the pre-requisites for recognition as a foreign main or non-main proceeding were not satisfied. The issue before the court was whether the requirement in section 581 of the Corporations Act 2001 to act in aid of and be auxiliary to the foreign court obliged the court to refuse to wind up the appellant.

The court considered the obligation under section 581 of the Corporations Act 2001 to act in aid of and be auxiliary to the foreign court. The court found that section 581 required the court to consider what aid it should properly give. The aid here involved the exercise of the court's discretion under section 583 of the Corporations Act 2001 as to whether to wind up the appellant. The court had to weigh up the relevant matters to determine whether a winding up order should be made when the Chapter 11 proceeding was on foot. The court found that there was no error identified and dismissed the appeal. The court considered the relevant provisions of the Corporations Act 2001, the Cross-Border Insolvency Act 2008, the Model Law, and the case of Hughes & Others v Hannover Ruckversicherungs-Aktiengelsellschaft [1997] BCC 921.

The court held that the obligation under section 581 of the Corporations Act 2001 to act in aid of and be auxiliary to the foreign court did not oblige the court to refuse to wind up the appellant. The court found that the aid here involved the exercise of its discretion under section 583 of the Corporations Act 2001 as to whether to wind up the appellant. The court had to weigh up the relevant matters to determine whether a winding up order should be made when the Chapter 11 proceeding was on foot. The court found that there was no error identified and dismissed the appeal. The final orders of the court were that the appeal be dismissed and the respondents to pay the appellant's costs of the appeal.