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Oates v Consolidated Capital Services Pty Ltd

Oates v Consolidated Capital Services Pty Ltd

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CITATION: Tom Michael Oates v Consolidated Capital Services Pty Ltd & 1 Or [2007] NSWSC 680

HEARING DATE(S): 13/06/07 & further submissions on 20/06/07

JUDGMENT DATE :
29 June 2007

JURISDICTION: Equity Division
Corporations List

JUDGMENT OF: White J

DECISION: See paragraph 40 of judgment.

CATCHWORDS: CORPORATIONS - Reinstatement of deregistered company under s 601AH(2) of Corporations Act 2001 (Cth) - Proper parties to application - Whether upon reinstatement company will have a member, where its shares owned by a second deregistered company incorporated in Ireland - Where second deregistered company's assets vested in State of Ireland, State of Ireland will be member of first company upon its reinstatement - Whether plaintiff a person aggrieved by deregistration of first company - Where plaintiff a beneficial shareholder in Irish company and there is a serious question to be tried that plaintiff may be given leave to bring proceedings on behalf of deregistered company if it is reinstated to recover compensation, damages or assets - Held that plaintiff is a person aggrieved by deregistration and it is just that company's registration be reinstated - Order that defendant company be reinstated. - CORPORATIONS - Service - Whether service at registered office of deregistered company effective - Effect of reinstatement - Company not taken to have continued to have a registered office - Held that purported service at registered office of deregistered company ineffective. - CORPORATIONS - Membership, rights and remedies - Proceedings on behalf of company by member - Statutory derivative action - Held that question of whether such action may be brought by company to be reinstated does not arise on present application. - (Cth) Corporations Act 2001, ss 114, 236, 237, 601AH(2), (3) and (5).

LEGISLATION CITED: Corporations Act 2001 (Cth)
State Property Act 1954 (Ireland)
Uniform Civil Procedure Rules 2005 (NSW)

CASES CITED: Foss v Harbottle (1843) 67 ER 189
White v Baycorp Advantage Business Information Services Ltd (2006) 24 ACLC 969
Carpenter v Pioneer Park Pty Ltd (in liq) (2004) 51 ACSR 245

PARTIES: Tom Michael Oates
v
Consolidated Capital Services Pty Ltd & 1 Or

FILE NUMBER(S): SC 1021/07

COUNSEL: Plaintiff: K C Morgan
Defendant: N/A

SOLICITORS: Plaintiff: Chang, Pistilli & Simmons
Defendants: N/A

IN THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION
CORPORATIONS LIST

WHITE J

Friday, 29 June 2007

1021/07 Tom Michael Oates v Consolidated Capital Services Pty Ltd & 1 Or

JUDGMENT

1 HIS HONOUR: In these proceedings, the plaintiff, Mr Oates, seeks an order that the Australian Securities and Investments Commission (“ASIC”) reinstate the registration of Consolidated Capital Services Pty Ltd (“CCL Australia”) pursuant to s 601AH(2) of the Corporations Act 2001 (Cth).

2 Mr Oates also seeks leave pursuant to s 237 of the Corporations Act to bring proceedings under s 236 of the Corporations Act in the name of CCL Australia against four defendants, namely, Mr Garrick Hawkins, Mr Scott Tyne, Consolidated Capital (Holdings) Ltd, and Bluejay Services Ltd. Consolidated Capital (Holdings) Ltd and Bluejay Services Ltd are both incorporated…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [2007] NSWSC 680
Decision Date: 29 June 2007

CaseChat Overview and Summary

In the case of Oates v Consolidated Capital Services Pty Ltd, the plaintiff, Mr Oates, sought the reinstatement of Consolidated Capital Services, a deregistered company. The matter was heard in the Federal Court of Australia, where the court was tasked with determining several key legal issues. Firstly, the court had to decide who the proper parties were to apply for the reinstatement of a deregistered company under section 601AH(2) of the Corporations Act 2001 (Cth). Additionally, the court needed to establish whether Mr Oates was a person aggrieved by the deregistration of Consolidated Capital Services, given that he was a beneficial shareholder in an Irish company whose shares were owned by the deregistered company.

The court found that Mr Oates was indeed a person aggrieved by the deregistration, as there was a serious question to be tried that he might be granted leave to bring proceedings on behalf of the deregistered company if it were reinstated. The court also concluded that it was just for the company's registration to be reinstated, as the assets of the Irish company, which owned the shares in Consolidated Capital Services, had vested in the State of Ireland, making it a member upon reinstatement. Furthermore, the court held that the service of the application at the registered office of the deregistered company was ineffective since the company was not deemed to have continued to have a registered office post-deregistration. Finally, the court determined that the question of whether a statutory derivative action could be brought by the company to be reinstated did not arise on the present application.

The court ordered that Consolidated Capital Services be reinstated as a registered company. The decision highlighted the procedural requirements for reinstatement and the status of deregistered companies, including the implications of service and the rights of beneficial shareholders in associated entities.

Orders