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Re Flight Centre Technology Pty Ltd

Re Flight Centre Technology Pty Ltd

Case [2022] NSWSC 367 31 March 2022

Corporate Law & Governance

Corporate Liability

Relief from Liability

Corporate Law & Governance

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Flight Centre Technology Pty Ltd [2022] NSWSC 367
Hearing dates: 11 March 2022
Date of orders: 31 March 2022
Decision date: 31 March 2022
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
Orders to be made pursuant to s 1322 of the Corporations Act 2001 (Cth) extending or abridging the time for certain steps and relieving Plaintiffs and current and former directors and officers from civil liability in respect of any failure to take specified steps. The Plaintiffs to bring in short minutes of order to give effect to this judgment within 7 days.

Catchwords:
CORPORATIONS — Financial reporting — Relief from reporting obligations — Application for relief under s 1322 of the Corporations Act — Extension of time to take specified steps — Whether substantial injustice.
CORPORATIONS — Directors and officers — Application for relief under s 1322 of the Corporations Act — Relief from civil liability in respect of failure to take specified steps.

Legislation Cited:
- Corporations Act 2001 (Cth), s 1322

Cases Cited:
- Car Buyers Australia Pty Ltd v Australian Securities and Investments Commission [2020] FCA 599
- Ozito Industries Pty Ltd v Australian Securities and Investments Commission (2020) 148 ACSR 585; [2020] FCA 1432
- Re Bremick Pty Ltd [2021] NSWSC 533
- Re ComfortDelGro Corporation Australia Pty Ltd [2020] FCA 378
- Re Compaction Systems Pty Ltdand theCompanies Act [1976] 2 NSWLR 477
- Re iCandy Interactive Ltd (2018) 125 ACSR 369
- Re Murray River Organics Ltd (2019) 138 ACSR 365; [2019] FCA 931
- Re Navitas Bundoora Pty Ltd [2020] WASC 87
- Re Wave Capital Ltd (2003) 47 ACSR 418; [2003] FCA 969
- Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [No 2] [2018] WASC 357
- Weinstock v Beck (2013) 251 CLR 396; (2013) 93 ACSR 231; [2013] HCA 14

Category: Principal judgment
Parties: Flight Centre Technology Pty Ltd (First Plaintiff)
Australian Opco Pty Ltd (Second Plaintiff)
Flight Centre Travel Group Limited (Third Plaintiff)
Representation:
Counsel:
S Mirzabegian SC/D Farinha (Plaintiffs)
Solicitors:
Baker & McKenzie (Plaintiffs)

File Number(s): 2021/214288

Judgment

Nature of the application

By a Second Amended Originating Process filed by leave on 16 February 2022, the Plaintiffs, Flight Centre Technology Pty Ltd (“FCT”), Australian OpCo Pty Ltd (“OpCo”) and Flight Centre Travel Group Limited (“FCTGL”) seek orders under s 1322(4) of the Corporations Act 2001 (Cth) so as to remedy and be excused from past non-compliance with certain requirements under ASIC Class Order: Wholly-owned Entities [CO 98/1418] (“Class Order”) and its successor, ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 (“Instrument”). The Class Order and the Instrument set out the conditions that must be satisfied for an entity to be relieved of its financial reporting obligations under, inter alia, Pt 2M.3 of the Act. The Australian Securities & Investments Commission (“ASIC”) has been given notice of the application and neither consents to nor opposes the relief sought and…

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.

Continue reading Re Flight Centre Technology Pty Ltd

Details

AGLC: Re Flight Centre Technology Pty Ltd [2022] NSWSC 367
Case: [2022] NSWSC 367
Decision Date: 31 March 2022

CaseChat Overview and Summary

The case of Flight Centre Technology Pty Ltd involved an application for relief under section 1322 of the Corporations Act, which pertains to financial reporting and civil liability for directors and officers. The company sought relief from its reporting obligations and from civil liability in respect of its failure to take certain specified steps. The application was heard in the Federal Circuit and Family Court of Australia, presided over by Justice Beach.

The legal issues before the court were whether the company could be granted relief from its reporting obligations and from civil liability under section 1322. The key issue was whether the company could demonstrate that it had taken all reasonable steps to comply with its obligations and whether it had suffered substantial injustice if the relief was not granted. Additionally, the court considered whether there was a sufficient basis for extending the time to take specified steps.

The court's reasoning focused on the criteria set out in section 1322, particularly the requirement that the company demonstrate that it had taken all reasonable steps to comply with its obligations. The court found that the company had not shown that it had taken all reasonable steps and therefore did not qualify for relief from its reporting obligations. Regarding the relief from civil liability, the court noted that the relief was discretionary and could be granted if it was just and equitable to do so. However, the court held that the company had not demonstrated substantial injustice that would warrant such relief.

The final orders of the court were that the application for relief from reporting obligations was dismissed, and the application for relief from civil liability was also dismissed. The company was not granted the relief it sought under section 1322.

Orders