Rathner (liquidator), in the matter of Garrows Close Pty Ltd (in liq)

The case involves the liquidators of Garrows Close Pty Ltd, who are seeking court orders to facilitate the winding up of the company, which acted as a bare trustee for a joint venture. The joint venture involved the purchase and development of two lots of land in Warrnambool, Victoria. The primary legal issues before the court were whether the liquidators had the necessary powers to wind up the trust held by the company and whether they could apply and distribute the trust property in accordance with the relevant provisions of the Corporations Act 2001 (Cth). Additionally, the court needed to determine if the liquidators were entitled to be paid their remuneration and expenses from the trust property.

The court found that the liquidators were justified and acting reasonably in conducting the winding up of the company on the basis that the company held its interest in the land as a bare trustee for the joint venturers. The court also conferred upon the liquidators the necessary powers under the Trustee Act 1958 (Vic) to wind up the trust, including the power to sell the company’s property and compromise any claims against the company. Furthermore, the court held that the liquidators could deal with, hold, apply, and/or distribute the trust property in accordance with Parts 5.5 and 5.6 of the Corporations Act. The court concluded that the liquidators were entitled to be paid their remuneration and expenses from the trust property, in accordance with the priority specified in the Corporations Act.

The final orders of the court were that the liquidators were justified and acting reasonably in their actions regarding the winding up of the company and the trust. The court granted the liquidators the necessary powers to manage the trust, including the power to sell the company's property and compromise claims. Additionally, the court allowed the liquidators to deal with the trust property in accordance with the Corporations Act and to be paid their remuneration and expenses from the trust property. The orders also provided for liberty to apply to modify these directions and required the liquidators to serve a copy of the orders on relevant parties.