Naidenov, in the matter of the Sweet Life Farms Australia Pty Ltd (in liq) v Dahbella Pty Ltd

In the matter of Sweet Life Farms Australia Pty Ltd (in liq), Steve Naidenov and Ian Niccol, as joint and several liquidators of the company, sought to be appointed as receivers of the assets and undertakings of the Sweet Life Farms Australia Unit Trust. The Trust was constituted by a deed dated 9 December 2015, which outlined the terms of the trust, including the appointment and removal of trustees. The Liquidators argued that upon their appointment as administrators of Sweet Life Farms Australia Pty Ltd, the company ceased to be the trustee of the Trust, as per clause 85 of the Trust Deed. No replacement trustee was appointed by the unit holders as permitted under clause 81 of the Trust Deed. The Liquidators also contended that they had identified and secured the assets of the Trust but were unable to realise them due to their lack of authority as receivers.

The primary legal issue the court had to address was whether the Liquidators should be appointed as receivers of the Trust's assets and undertakings. The court considered the principles applicable to the appointment of a receiver in such circumstances, which have been summarised in various cases. The court noted that where a company becomes a bare trustee upon the appointment of a liquidator or administrator, a court order to sell or an order for the appointment of a receiver is necessary if a sale is required. The court also acknowledged that the Liquidators had identified and secured the Trust's assets and that the unit holders did not oppose their appointment as receivers.

The court concluded that it was appropriate to appoint the Liquidators as joint and several receivers of the Trust's assets and undertakings, given the circumstances of the case. The court granted the orders sought by the Liquidators, appointing them as receivers of the Trust's assets and undertakings, and outlining their powers, remuneration, and expenses. The court also noted that the proceeds from the exercise of the trustee's right of indemnity should be distributed to the Trust creditors in accordance with the order of priority prescribed by the Corporations Act.

In summary, the court granted the Liquidators' application to be appointed as receivers of the Sweet Life Farms Australia Unit Trust's assets and undertakings, recognising the importance of appointing a receiver to realise the Trust's assets and distribute the proceeds to creditors. The court considered the relevant principles and circumstances of the case in making its decision and outlined the powers, remuneration, and expenses of the Liquidators as receivers.