Peter Michael Melsom and George Aubrey Lopez, the Receivers and Managers of the property of Rowena Nominees Pty Ltd (Receiver and Manager Appointed) (In Liq) v Rowena Nominees Pty Ltd (Receiver and Manager..

This case involved an application by Peter Michael Melsom and George Aubrey Lopez, the Receivers and Managers of the property of Rowena Nominees Pty Ltd (Receiver and Manager Appointed) (In Liq), seeking authorisation to sell assets that were subject to the charge under which the receiver and manager was appointed. The assets were also subject to encumbrances or charges that could take precedence over the claim of the charge holder. The objectors, some of the investors, contested the application, arguing that the receiver and manager was not a "managing controller" as defined in the Corporations Law and thus lacked the power to apply to the court under section 420B. The court was required to determine whether the receiver and manager qualified as a "managing controller" under the Corporations Law and if the pre-conditions for making an order under section 420B were satisfied.

The court found that the term "managing controller" was broad enough to include a receiver and manager with extensive powers, as provided by the Corporations Law and the deed of charge. The court also determined that the preconditions for making an order under section 420B were met. The first precondition was satisfied as the receiver and manager had the power to sell or dispose of the property, as evidenced by clauses 13.2(m) and 14.4 of the charge. The second precondition was met as the receiver and manager had taken reasonable steps to obtain the consent of the holders of the prior charges but had not obtained that consent. The third precondition was satisfied as the sale or disposal of the property was in the best interests of the corporation's creditors and the corporation itself. Lastly, the court found that the sale or disposal of the property would not unreasonably prejudice the rights or interests of the holder of the prior charge, as protective conditions could be attached to the order.

The court granted the application, authorising the sale of the assets subject to the charge under which the receiver and manager was appointed. The court also ordered that the proceeds from the sale be used to pay the applicant's reasonable remuneration, costs, and expenses, to pay any registered mortgagee's claim on the land, and to hold the balance of the proceeds in accordance with a future court order. The court considered it proper for the order to include the applicant's costs related to the sale or disposal of the assets, as the sale was in the best interests of those associated with the situation and not unreasonably prejudicial. The court further noted that there was sufficient protection in place to ensure that the costs would be limited to those properly incurred.