QFL Limited v Worrell - [2000] QSC 381

SUPREME COURT OF QUEENSLAND

CITATION: QFL Limited & Anor v. Worrell [2000] QSC 381

PARTIES:
QUEENSLAND RUGBY FOOTBALL LEAGUE LIMITED
(first applicant)
and
BURDEKIN JUNIOR RUGBY LEAGUE FOOTBALL CLUB INC
(second applicant)
v
IVOR WORRELL

FILE NO: 6097 of 2000

DIVISION: Trial division

DELIVERED ON: 26 October 2000

DELIVERED AT: Brisbane

HEARING DATE: 28 July 2000

JUDGE:
ORDER:

Helman J

Application refused

CATCHWORDS:
CORPORATIONS – WINDING UP – LIQUIDATORS – DUTIES AND LIABILITIES – IN VOLUNTARY WINDING UP – whether the liquidator’s act, as agent of the club, of distributing the surplus funds of the club was ultra vires

CORPORATIONS – WINDING UP – CONDUCT OF INCIDENTS OF LIQUIDATIONS – OTHER CASES – whether the Court should inquire into the act of the liquidator

ASSOCIATIONS AND CLUBS – INCORPORATED ASSOCIATIONS – whether the liquidator complied with the rules of the club

Associations Incorporation Act 1981, ss 26, 89, 91, 92
Corporations Law, ss 509, 536,

Belvista Pty Ltd v Murphy (1993) 11 ACSR 628
Burns Philp Investments Pty Ltd v Dickens (1993) ACLR 272
Knowles v Scott [1891] 1 Ch 717
New Brilliant Freehold Gold Mining Co Ltd (in Liquidation) v Mills & Anor [1928] St R Qd 120
Rankine & Anor v Harris [1997] QCA 194
Re Construction Forestry Mining Energy Union; ex parte W J Deane & Sons Pty Ltd (1994) 181 CLR 539

COUNSEL: P E Hack for the applicants
C Wilson for the respondent

SOLICITORS: Hopgood Ganim Lawyers for the applicants
Sciaccas Lawyers for the respondent

This application concerns the conduct of the respondent as liquidator of the Colts Leagues Club Inc. It is made under s. 536 of the Corporations Law which, so far as it is relevant, is as follows –

536
. . .
(1) Where:
(a)it appears to the Court or to the Commission that a liquidator has not faithfully performed or is not faithfully performing his or her duties or has not observed or is not observing:
(i) a requirement of the Court; or
(ii)a requirement of this Law, of the regulations or of the rules; or

(b)a complaint is made to the Court or to the Commission by any person with respect to the conduct of a liquidator in connection with the performance of his or her duties;

the Court or the Commission, as the case may be, may inquire into the matter and, where the Court or the Commission so inquires, the Court may take such action as it thinks fit.
. . .

(3) The Court may at any time require a liquidator to answer any inquiry in relation to the winding up and may examine the liquidator or any other person on oath concerning the winding up and may direct an investigation to be made of the books of the liquidator.

The applicants apply for an order that the court inquire into the conduct of the respondent in relation to his actions as liquidator in distributing the surplus assets of the club and for an order…

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: [2000] QSC 381
Decision Date: 26 October 2000

CaseChat Overview and Summary

QFL Limited, the liquidator of a rugby league club, brought an application seeking directions and an injunction against Worrell, a former director of the club. The dispute centres on the distribution of surplus funds by the liquidator following an involuntary winding up of the club. The court was tasked with determining whether the liquidator's actions in distributing the funds were within the scope of their authority and whether the court should intervene to review these actions. Additionally, the court had to assess whether the liquidator adhered to the club's rules during the distribution process.

The primary legal issue before the court was whether the liquidator's distribution of the club's surplus funds was beyond their authority as an agent of the club. The court also considered whether it should exercise its discretion to inquire into the liquidator's actions, despite the absence of an application from the club or its members. Furthermore, the court needed to determine if the liquidator complied with the club's rules during the distribution process.

In delivering the judgment, the court held that the liquidator's distribution of the club's surplus funds was not ultra vires. The court reasoned that the liquidator's actions were consistent with their statutory duties and did not warrant judicial intervention. The court further found that it was not appropriate to inquire into the liquidator's actions in the absence of a specific application from the club or its members. Lastly, the court determined that the liquidator had complied with the club's rules in distributing the funds. Consequently, the application was dismissed.

Orders

Orders of the court

Helman J

Application refused

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	QFL Limited & Anor v. Worrell [2000] QSC 381
PARTIES:	QUEENSLAND RUGBY FOOTBALL LEAGUE LIMITED (first applicant) and BURDEKIN JUNIOR RUGBY LEAGUE FOOTBALL CLUB INC (second applicant) v IVOR WORRELL
FILE NO:	6097 of 2000
DIVISION:	Trial division
DELIVERED ON:	26 October 2000
DELIVERED AT:	Brisbane
HEARING DATE:	28 July 2000
JUDGE: ORDER:	Helman J Application refused
CATCHWORDS:	CORPORATIONS – WINDING UP – LIQUIDATORS – DUTIES AND LIABILITIES – IN VOLUNTARY WINDING UP – whether the liquidator’s act, as agent of the club, of distributing the surplus funds of the club was ultra vires CORPORATIONS – WINDING UP – CONDUCT OF INCIDENTS OF LIQUIDATIONS – OTHER CASES – whether the Court should inquire into the act of the liquidator ASSOCIATIONS AND CLUBS – INCORPORATED ASSOCIATIONS – whether the liquidator complied with the rules of the club Associations Incorporation Act 1981, ss 26, 89, 91, 92 Corporations Law, ss 509, 536, Belvista Pty Ltd v Murphy (1993) 11 ACSR 628 Burns Philp Investments Pty Ltd v Dickens (1993) ACLR 272 Knowles v Scott [1891] 1 Ch 717 New Brilliant Freehold Gold Mining Co Ltd (in Liquidation) v Mills & Anor [1928] St R Qd 120 Rankine & Anor v Harris [1997] QCA 194 Re Construction Forestry Mining Energy Union; ex parte W J Deane & Sons Pty Ltd (1994) 181 CLR 539
COUNSEL:	P E Hack for the applicants C Wilson for the respondent
SOLICITORS:	Hopgood Ganim Lawyers for the applicants Sciaccas Lawyers for the respondent