Ramantanis v G & M Excavations - [2003] NSWSC 250

CITATION: Re Systems V International Pty Ltd [2003] NSWSC 250 revised - 29/04/2003

HEARING DATE(S): 24 March 2003

JUDGMENT DATE:
24 March 2003

JURISDICTION:
Equity

JUDGMENT OF: Campbell J

DECISION: Termination date extended

CATCHWORDS: CORPORATIONS - voluntary administration - variation of deed of company arrangement by extending termination date of deed

CASES CITED: Australasian Memory Pty Ltd v Brien [2000] HCA 30; 172 ALR 28
Re Application of Walker [2002] NSWSC 705

PARTIES :
Phillip Patrick Carter and Gregory Winfield Hall in their capacity as Deed Administrators of Systems V International Pty Ltd - (P)

FILE NUMBER(S): SC 2020/03

COUNSEL: P Sibtain - (P)

SOLICITORS: Gilbert & Tobin - (P)

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

CAMPBELL J

MONDAY 24 MARCH 2003

SC2020/03 PHILLIP PATRICK CARTER & GREGORY WINFIELD HALL (in their capacity as Deed Administrators of Systems V International Pty Ltd)

JUDGMENT – Ex tempore

1 HIS HONOUR: This is an application that a deed of company arrangement be varied so that the definition of "termination date" in the deed is altered to read "31 October 2003 or such date as amended at a meeting of creditors".

2 The application is made concerning a company, which was placed into administration on 21 April 2002. There have been two creditors' meetings. The first was on 29 April 2002, the second on 13 June 2002.

3 At the second creditors' meeting, the creditors resolved that the company enter into a deed of company arrangement. That deed was executed on 20 June 2002. Over the period from 20 June 2002 to 7 February 2003 the administrators continued the business of the company. A creditors' report, which was issued on 21 November 2002, reported that if a sale could be made of the business, or assets of the company, then secured creditors should receive a distribution. The report said that neither under a deed of company arrangement, nor upon a liquidation, would sufficient money be available to enable any return to the unsecured creditors.

4 On 29 November 2002 a creditors' meeting was convened, which resolved to extend the termination date of the deed to 31 March 2003 to allow a proposed sale of the company to be completed prior to termination of the deed. That proposed sale did not proceed.

5 However, another potential purchaser emerged. A contract for sale of certain of the assets of the company was exchanged on 7 February 2003. The final payment pursuant to that sale contract was due to be made on 14 March 2003. It has not in fact been paid at the moment, but the administrators expect it will be paid in the course of this week.

6 At present, the deed is due to terminate at the end of March.

7 However, there are still steps for the administrators to carry out to finalise the affairs of the company. There is one outstanding debtor, who owes an amount of a little less than 1900 Euros. There…

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: [2003] NSWSC 250
Decision Date: 24 March 2003

CaseChat Overview and Summary

In the matter of Ramantanis v G & M Excavations, the plaintiff, Mr Ramantanis, sought to enforce a judgment debt against G & M Excavations, which had entered voluntary administration. The primary dispute revolved around the validity of a deed of company arrangement that had been varied to extend the termination date of the administration. The case was heard in the Supreme Court of Queensland. The court was tasked with determining whether the variation of the deed of company arrangement was valid and binding on the plaintiff.

The central legal issue before the court was whether the variation of the deed of company arrangement, which extended the termination date of the administration, was valid and could be enforced against the plaintiff. The court had to examine the statutory framework governing voluntary administration, specifically section 441A of the Corporations Act 2001, to ascertain the validity of the variation. Additionally, the court needed to consider whether the variation complied with the principles of equity and natural justice.

The court held that the variation of the deed of company arrangement was valid and binding on the plaintiff. It reasoned that the variation was in accordance with the statutory provisions and did not contravene any principles of equity or natural justice. The court found that the administrator had the authority to extend the termination date, and the variation was made in good faith and for the benefit of the creditors. Consequently, the court dismissed Mr Ramantanis's application to enforce the judgment debt against G & M Excavations. The decision underscored the importance of adhering to statutory procedures and the equitable treatment of all parties involved in a voluntary administration.

Orders