Re Cameron Lane Pty Ltd (in liq) - [2024] VSC 202

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE
COMMERCIAL COURT

CORPORATIONS LIST

S CI 2016 00065

IN THE MATTER of CAMERON LANE PTY LTD (ACN 006 204 084) (IN LIQUIDATION)

APPLICATION BY:

PETER ROBERT VINCE IN HIS CAPACITY AS LIQUIDATOR OF CAMERON LANE PTY LTD (ACN 006 204 084) (IN LIQUIDATION)

Applicant

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JUDGE:	Gobbo AsJ
WHERE HELD:	Melbourne
DATE OF HEARING:	26 April 2024
DATE OF RULING:	26 April 2024
CASE MAY BE CITED AS:	Re Cameron Lane Pty Ltd (in liq)
MEDIUM NEUTRAL CITATION:	[2024] VSC 202

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CORPORATIONS — Application by liquidator under s 488 of the Corporations Act 2001 (Cth) for special leave to distribute surplus funds — Where all assets of the company have been realised — Where all creditors of the company have been paid — Where there are arrangements to deal with the remaining trust property — Where the creditors of the company have been notified and have raised no objections — Whether the circumstances warrant special leave being granted — Whether the requirements of rules 7.9 and 7.10 of the Supreme Court (Corporations) Rules 2023 (Vic) and Corporations Act 2001 (Cth) are met — Whether dispensation ought to be made in respect of publication and form requirements under the rules — Held: application successful.

CORPORATIONS — Application by liquidator under s 480(d) of the Corporations Act 2001 (Cth) to be released as liquidator of the company in liquidation and order that the company be deregistered by ASIC — Whether the requirements of s 480(d) of the Corporations Act 2001 (Cth) and rule 7.5 of the Supreme Court (Corporations) Rules 2023 (Vic) have been met — Held: application successful.

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APPEARANCES:	Counsel	Solicitors
For the Applicant	Ms C Rome-Sievers of counsel	Maddocks

HER HONOUR:

By interlocutory application filed 14 March 2024, Mr Peter Vince (‘Liquidator’), the Liquidator of Cameron Lane Pty Ltd (in liquidation) (‘Company’) seeks orders to facilitate the conclusion of the winding up of the Company (‘Application’). Orders are sought under ss 480(d) and 488(2) of the Corporations Act 2001 (Cth) (‘Act’) as to the final distribution of surplus trust assets held in the liquidation, as to his release as Liquidator and the deregistration of the Company, and ancillary orders.

Today I gave ex tempore reasons for making the orders sought by the Liquidator in the proceeding. A revised version of those reasons is set out below.

Background

The Company had been part of the Planet Platinum Group of companies which owned property and operated businesses. The Planet Platinum Group of companies included amongst others:

(a) Planet Platinum Limited (in liquidation) (‘PPL’);

(b) Metropolis City Promotions Pty Ltd (in liquidation) (‘MCP’); and

(c) Daily Planet Australia Pty Ltd (in liquidation) (‘DPA’).

The Planet Platinum Group’s structure involved two trusts:

(a) the Company was trustee of the Cameron Lane Unit Trust (‘CLUT’), in which sole capacity it held assets including a property in Elsternwick,…

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: [2024] VSC 202
Decision Date: 26 April 2024

CaseChat Overview and Summary

In the matter of Cameron Lane Pty Ltd, the liquidator applied to the court under the Corporations Act 2001 (Cth) for special leave to distribute surplus funds and for an order releasing the liquidator from their duties and directing the Australian Securities and Investments Commission (ASIC) to deregister the company. The company, now in liquidation, had realised all its assets and paid all its creditors. Arrangements had been made for the remaining trust property, and the creditors had been notified with no objections raised. The primary legal issue before the court was whether the circumstances warranted granting the liquidator special leave to distribute the surplus funds and to be released from their duties.

The court considered the statutory requirements under section 488 of the Corporations Act 2001 (Cth) and the relevant rules of the Supreme Court (Corporations) Rules 2023 (Vic). It noted that the liquidator had complied with the procedural requirements, including notification to creditors and the absence of objections. The court also assessed whether dispensation should be made in respect of publication and form requirements under the rules. Finding that the liquidator had met all the necessary conditions and that the creditors had not raised any objections, the court granted the application for special leave to distribute the surplus funds.

Additionally, the court considered the application for the liquidator to be released from their duties and for the company to be deregistered under section 480(d) of the Corporations Act 2001 (Cth) and rule 7.5 of the Supreme Court (Corporations) Rules 2023 (Vic). The court determined that all requisite conditions were satisfied, and it granted the application. The liquidator was thus released from their duties, and the company was ordered to be deregistered by ASIC.

Orders