Re Bluechip Development Corporation (Cairns) Pty Ltd

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SUPREME COURT OF QUEENSLAND

CITATION:

Re Bluechip Development Corporation (Cairns) Pty Ltd [2011] QSC 368

PARTIES:

PROMOSEVEN PTY LTD
ACN 102 606 324
(applicant)
v
BLUECHIP DEVELOPMENT CORPORATION (CAIRNS) PTY LTD
ACN 117 021 566

(respondent)

FILE NO:

SC No 1882 of 2011

DIVISION:

Trial

PROCEEDING:

Application

DELIVERED ON:

9 December 2011

DELIVERED AT:

Brisbane

HEARING DATES:

12, 18, 24 May 2011; 15, 20, 21, 22, 23, 24, 29 June 2011; 11, 25, 29 July 2011; 8, 10 August 2011; 5 September 2011

JUDGE:

Peter Lyons J

ORDERS:

1.   Bluechip Development Corporation (Cairns) Pty Ltd ACN 117 021 566 be wound up;

2.   Bradley Vincent Hellen and Nigel Robert Markey be appointed jointly and severally as Liquidators to wind up the affairs of the company;

3.   It is declared that anything that is required or authorised by the Corporations Act 2001 (Cth) to be done by the Liquidator is to be done by all or any one or more of the persons appointed;

4.   The costs of and incidental to this application be taxed and paid by Prime Project Development (Cairns) Pty Ltd ACN 109 685 332.

CATCHWORDS:

CORPORATIONS – WINDING UP – APPLICATIONS FOR WINDING UP BY COURT – PROCEDURE – LEAVE OF COURT TO APPLY FOR WINDING UP – where a shareholder applied to have a company wound up on the ground of insolvency – where leave to bring the application was required under s 459P of the Corporations Act 2001 (Cth) – whether leave should be granted nunc pro tunc

CORPORATIONS – WINDING UP – WINDING UP IN INSOLVENCY – WHAT CONSTITUTES INSOLVENCY – EVIDENCE OF INSOLVENCY – whether the company was insolvent

CORPORATIONS – WINDING UP – APPLICATIONS FOR WINDING UP BY COURT – ORDERS – DISMISSAL, STAY OR OTHER RESTRAINT OF PROCEEDINGS – ABUSE OF PROCESS – where a representative of a bank learned of the application within three days of service of the application to wind up on the company – whether the application for a winding up order on the ground of insolvency should be dismissed

CORPORATIONS – WINDING UP – APPLICATIONS FOR WINDING UP BY COURT – ORDERS – GENERALLY – whether a winding up order on the ground of insolvency should be refused on discretionary grounds

CORPORATIONS – WINDING UP – APPLICATIONS FOR WINDING UP BY COURT – PROCEDURE – AMENDMENT OF APPLICATION – where the shareholder made an interlocutory application for leave to amend the application to wind up the company to include the just and equitable ground – whether leave should be granted to amend the application

CORPORATIONS – WINDING UP – OTHER GROUNDS FOR WINDING UP – JUST AND EQUITABLE – GENERALLY – whether the company should be wound up on the just and equitable ground

PROCEDURE – SUPREME COURT PROCEDURE – QUEENSLAND – JURISDICTION AND GENERALLY – GENERALLY – where an interlocutory application for an adjournment made by a secured creditor on the basis that it should be given time to make an affirmative case for the…

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Details
Case
[2011] QSC 368
Decision Date

CaseChat Overview and Summary

A shareholder of Bluechip Development Corporation (Cairns) Pty Ltd applied to the court for a winding-up order on the grounds of insolvency. The application also sought leave to amend the grounds of the application to include the just and equitable ground. The court was required to decide whether leave to bring the application should be granted, whether the application should be dismissed for abuse of process, and whether the company was insolvent. Additionally, the court needed to determine whether a winding up order should be refused on discretionary grounds, and whether the application should be amended to include the just and equitable ground.

The court granted leave to apply for a winding up order nunc pro tunc, held that the company was insolvent, and dismissed the application for abuse of process. The court found that there were discretionary grounds to refuse a winding up order, but ultimately decided not to exercise that discretion. The court also allowed the application to amend the grounds of the winding up application to include the just and equitable ground. The court held that the company should be wound up on the just and equitable ground.

Bluechip Development Corporation (Cairns) Pty Ltd was wound up and Bradley Vincent Hellen and Nigel Robert Markey were appointed as liquidators. The liquidators were authorised to carry out all actions required or permitted by the Corporations Act 2001 (Cth). The costs of the application were ordered to be paid by Prime Project Development (Cairns) Pty Ltd ACN 109 685 332.

Orders

Orders of the court

1. Bluechip Development Corporation (Cairns) Pty Ltd ACN 117 021 566 be wound up;

2. Bradley Vincent Hellen and Nigel Robert Markey be appointed jointly and severally as Liquidators to wind up the affairs of the company;

3. It is declared that anything that is required or authorised by the Corporations Act 2001 (Cth) to be done by the Liquidator is to be done by all or any one or more of the persons appointed;

4. The costs of and incidental to this application be taxed and paid by Prime Project Development (Cairns) Pty Ltd ACN 109 685 332.

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

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Ratio Decidendi

Legal Principle Established

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