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Re Centura Global Holdings Pty Ltd

Re Centura Global Holdings Pty Ltd

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Case Copied 12 February 2016 63 min read

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Supreme Court

New South Wales

Amendment notes

Medium Neutral Citation: In the matter of Centura Global Holdings Pty Ltd [2016] NSWSC 62
Hearing dates: 22, 23 December 2015, 25 January 2016
Decision date: 12 February 2016
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Orders for rectification of records maintained by ASIC – Orders that the Defendants’ Cross-Claim be dismissed. The Defendants (as defined in paragraph 1) to pay the costs of and incidental to the proceedings, as agreed or as assessed. The parties to bring in short minutes of order within 14 days.

Catchwords:
CORPORATIONS – Application for rectification of records maintained by ASIC – where change to shareholding and directors recorded in ASIC’s register of companies was invalid – whether the court has power to order rectification of registers maintained by ASIC – application of s 1322(4) of the Corporations Act 2001 (Cth).
EQUITY – equitable remedies – specific performance – application for order for specific performance requiring the Plaintiff to transfer shares in a company to the Defendants.
Legislation Cited: - Corporations Act 2001 (Cth), ss 175, 1274, 1274A, 1322
- Corporations Regulations 2001 (Cth), regs 9.1.01, 9.1.02
Cases Cited: - County Securities Pty Ltd v Challenger Group Holdings Pty Ltd [2008] NSWCA 193
- Demetriou v Gusdote Pty Ltd [2010] FCA 581; (2010) 78 ACSR 566
- Fazio v Fazio [2012] WASCA 72
- Grant v John Grant & Sons Pty Ltd [1950] HCA 54; (1950) 82 CLR 1
- Hightime Investments Pty Ltd v Adamus Resources Ltd [2012] WASC 295
- In the application of Roderick McKay Sutherland and Suel Arnautovic [2014] NSWSC 821
- Lym International Pty Ltd v Marcolongo [2011] NSWCA 303
- Mears v Safecar Security Ltd [1983] QB 54
- Miltonbrook Pty Ltd v Westbury Holdings Kiama Pty Ltd [2008] NSWCA 38; (2008) 71 NSWLR 262
- Peninsula Gold Pty Ltd v Sunbeam Victa Holdings Ltd (1996) 20 ACSR 553
- Re Botanical Water Holdings Pty Ltd; Agao Nominees Pty Ltd v AJ Phoenix Pty Ltd [2013] VSC 96
- Re DJG Equities Pty Ltd [2014] NSWSC 194
- Re Kit Digital Australia Pty Ltd (in liq) [2014] NSWSC 1547
- Re MIG Property Services Pty Ltd (No 2) [2012] VSC 606; (2012) 92 ACSR 234
- The Bell Group Ltd (in liq) v Westpac Banking Corporation (No 9) [2008] WASC 239
- Watson v Foxman (1995) 49 NSWLR 315
Category: Principal judgment
Parties: Valentino Kovacic (Plaintiff)
Centura Global Holdings Pty Ltd (First Defendant)
Nicholas Kalantzis (Second Defendant)
Constantine Kalantzis (Third Defendant)
Andrea Kalantzis (Fourth Defendant)
Buildcon Constructions Pty Limited (Fifth Defendant)
Brokers Property Holdings Pty Limited (Sixth Defendant)
Representation:
Counsel:
A Fernon (Plaintiff)
D Allen (Second to Sixth Defendants)
Solicitors:
Yates Beaggi Lawyers (Plaintiff)
Bechara & Co (Second to Sixth Defendants)

File Number(s): 2015/319482

Judgment

By Amended Originating Process filed on 10 November 2015, the Plaintiff, Mr Valentino Kovacic, seeks a range of relief in respect of the affairs of Centura Global Holdings Pty Ltd…

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: [2016] NSWSC 62
Decision Date: 12 February 2016

CaseChat Overview and Summary

Re Centura Global Holdings Pty Ltd involved a dispute over the rectification of records maintained by the Australian Securities and Investments Commission (ASIC) concerning changes to shareholding and directors in a company. The case was heard in the Federal Court of Australia. The plaintiff, Centura Global Holdings Pty Ltd, sought to have its shareholding and director records corrected by ASIC. The defendants argued against the plaintiff's application, contending that the proposed changes were invalid and that the court lacked the authority to rectify ASIC's records under section 1322(4) of the Corporations Act 2001 (Cth). Additionally, the plaintiff sought an order for specific performance, compelling the defendants to transfer shares in the company to them.

The court was required to determine whether it had the jurisdiction to rectify the records maintained by ASIC, specifically under section 1322(4) of the Corporations Act. Furthermore, the court needed to decide whether the plaintiff was entitled to an order for specific performance, mandating the defendants to transfer shares in the company. The court's decision hinged on interpreting the statutory provisions and equitable principles applicable to the case.

The court held that it had the power to order the rectification of ASIC's records under section 1322(4) of the Corporations Act. The court found that the changes to shareholding and directors recorded in ASIC's register were invalid, and therefore, the plaintiff was entitled to have the records rectified. Additionally, the court considered the equitable remedy of specific performance, but ultimately found that it was not appropriate in this case. The court emphasised that the remedy of specific performance was not available where the plaintiff had failed to establish a clear and unequivocal entitlement to the shares in question. Consequently, the plaintiff's application for an order of specific performance was dismissed.

The court ordered that the records maintained by ASIC be rectified to reflect the correct shareholding and director information. The application for an order of specific performance was dismissed, and no further orders were made.

Orders