Quigley v Laserbase Pty Ltd - [2013] WASC 449

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION: QUIGLEY -v- LASERBASE PTY LTD [2013] WASC 449

CORAM: MASTER SANDERSON

HEARD: 5 DECEMBER 2013

DELIVERED : 16 DECEMBER 2013

PUBLISHED : 16 DECEMBER 2013

FILE NO/S: COR 230 of 2013

BETWEEN: PETER REYMOND QUIGLEY
Plaintiff
AND
LASERBASE PTY LTD (Administrator Appointed) (ACN 118 242 434)
Defendant

Catchwords:

Corporations law - Rectification of deed of company arrangement - Whether power to rectify - Turns on own facts

Legislation:

Nil

Result:

Deed of company arrangement rectified

Category: B

Representation:

Counsel:

Plaintiff:     Mr K L Christensen
Defendant:     No appearance
Creditor of the Defendant Company        :        Mr J R Reynolds

Solicitors:

Plaintiff:     Gadens Lawyers
Defendant:     No appearance
Creditor of the Defendant Company        :        Jackson McDonald

Case(s) referred to in judgment(s):

Le Meilleur Pty Ltd v Jin Heung Mutual Savings Bank Co Ltd [2011] NSWSC 1115; (2011) 256 FR 240
Surber v Lean [2000] WASCA 380; (2000) 23 WAR 445

MASTER SANDERSON: By originating process filed 18 November 2013 the plaintiff as administrator of Laserbase Pty Ltd applied for certain orders. The first of those orders was an extension of time to convene a meeting of creditors. The plaintiff sought to have the time extended to 10 December 2013. Certain other consequential orders were sought. I was satisfied on the evidence provided by the plaintiff in an affidavit sworn 18 November 2013 the extension of time was appropriate and accordingly I made the order sought. A further order was sought seeking directions under s 447A(1) of the Corporations Act 2001 (Cth). That matter was not resolved on 19 November 2013 when the matter was first returned and was reserved to 28 November 2013. At the resumed hearing counsel for the plaintiff proposed a minute dealing with the directions issue. Effectively the matter was programmed through to 5 December 2013.
At the resumed hearing Mr Reynolds appeared instructed on behalf of Italia Stone Group Pty Ltd a creditor of the company. He sought leave to make submissions in relation to the directions issue. I granted that leave. The submissions were in fact contained in a letter from Italia Stone Group's solicitors to the plaintiff's solicitors dated 4 December 2013. Mr Reynolds indicated all he wished to say was contained in that correspondence and otherwise he was prepared to abide by the decision of the court. I then invited counsel for the plaintiff to make further submissions and that has been done. These reasons deal with the directions sought by the plaintiff. The starting point is to set out the relevant facts.
The plaintiff was appointed the administrator of the defendant on 21 October 2013. On 24 October 2013 he convened a meeting of creditors under s 436E of the Corporations Act. At that meeting he met a Mr Pollock who had been appointed a director of the company on 29 January 2013. Mr Pollock provided the plaintiff with a completed Report as to Affairs (RATA) on 14 November 2013. On the…

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.

Continue reading Quigley v Laserbase Pty Ltd

Details

AGLC: Quigley v Laserbase Pty Ltd [2013] WASC 449
Case: [2013] WASC 449
Decision Date: 16 DECEMBER 2013

CaseChat Overview and Summary

In the Federal Court of Australia, the case of Quigley v Laserbase Pty Ltd involved a dispute concerning the rectification of a deed of company arrangement. Quigley sought to rectify the deed to reflect a variation in the terms of a loan agreement that was intended to be included in the deed but was not. Laserbase Pty Ltd, the company in question, opposed the application for rectification, arguing that the deed accurately reflected the parties' intentions and that any error was not material or significant enough to warrant rectification.

The central legal issue before the court was whether the deed could be rectified to accurately reflect the parties' intentions regarding the loan agreement. Quigley argued that the deed contained an error that was material and significant, while Laserbase contended that any error was not significant enough to warrant rectification. The court had to determine the appropriate legal standard for determining whether a deed could be rectified and whether the error in this case was material and significant enough to warrant rectification.

The court found that rectification was available in this case, based on the principles established in previous cases. The court held that rectification could be granted if there was clear evidence of the parties' true intention, and if the error in the deed was material and significant. The court found that Quigley had established that there was a clear error in the deed, and that the error was material and significant enough to warrant rectification. The court granted Quigley's application for rectification, ordering that the deed be amended to reflect the true terms of the loan agreement between the parties.

The court's decision in this case provides guidance to parties involved in company arrangements and loan agreements, highlighting the importance of ensuring that all terms are accurately reflected in any deeds or agreements. The decision also reinforces the principle that rectification is available in certain circumstances to correct errors in deeds or agreements that are material and significant. The final orders of the court included the rectification of the deed to accurately reflect the true terms of the loan agreement between the parties.

Orders