RE GREAT SOUTHERN LTD (IN LIQ); EX PARTE GREAT SOUTHERN LTD (IN LIQ) AND OTHERS NAMED IN THE SCHEDULE [2015] WASC 171

Jurisdiction:	SUPREME COURT OF WESTERN AUSTRALIA	Citation No:	[2015] WASC 171
Published:	18/05/2015
Case No:	COR:91/2015	Heard:	12 MAY 2015
Coram:	BEECH J	Delivered:	12/05/15
No of pages:	24	Judgment Part:	1 of 1
Result:	Approval given Directions made
Category:	B
PDF Version

Parties:	GREAT SOUTHERN LTD (IN LIQ) AND OTHERS NAMED IN THE SCHEDULE (ACN 052 046 536)
Catchwords:	Corporations External administration Winding up Application by liquidator for approval to enter a settlement deed Application by liquidator for directions that they are justified in entering and performing settlement deed
Legislation:	Corporations Act 2001 (Cth), s 477(2A), s 477(2B), s 511
Case References:	Elderslie Finance Corporation Ltd v Newpage Pty Ltd (No 6) [2007] FCA 1030; (2007) 160 FCR 423 Great Southern Ltd (in liq) (receivers & managers appointed) v Young [2014] WASC 481 Onefone Australia Pty Ltd v OneTel Ltd [2010] NSWSC 498; (2010) 78 ACSR 163 Re Bell Group (in liq); Ex parte Woodings [2009] WASC 235 Re Bell Group Ltd (in liq); Ex parte Woodings [2013] WASC 409 Re Bell Group NV (in liq); Ex parte Insurance Commission of Western Australia [No 2] [2015] WASC 114 Re Great Southern Managers Australia Ltd (in liq); Ex parte Jones [2014] WASC 312 Re Gunns Plantations (in liq) (No 3) [2014] VSC 267 Re Hazelton Air Charter Pty Ltd [2002] FCA 529; (2002) 41 ACSR 472 Re HIH Insurance Ltd (in liq) [2004] NSWSC 5 Re HIH Insurance Ltd [2005] NSWSC 731 Re Hogan; Ex parte West Australian Newspapers Ltd [2009] WASCA 221; (2009) 41 WAR 288 Re Newtronics Pty Ltd; Ex parte Stewart [2007] FCA 1375 Re One.Tel Ltd (in liq) [2014] NSWSC 457; (2014) 99 ACSR 247 Re Robins SM; Ex parte West Australian Newspapers Ltd [1999] WASCA 16; (1999) 20 WAR 511 Re S & D International Pty Ltd (in liq) (No 7) [2012] VSC 551; (2012) 92 ACSR 28 Re Spedley Securities Ltd (in liq) (1992) 9 ACSR 83 Re Timbercorp Ltd (in liq) [2011] VSC 189 Re York Street Mezzanine Pty Ltd (in liq) [2011] FCA 1028; (2011) 196 FCR 479 Russell v Russell (1976) 134 CLR 495 TK v Australian Red Cross Society (1989) 1 WAR 335

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

IN CHAMBERS

CITATION : RE GREAT SOUTHERN LTD (IN LIQ); EX PARTE GREAT SOUTHERN LTD (IN LIQ) AND OTHERS NAMED IN THE SCHEDULE [2015] WASC 171 CORAM : BEECH J HEARD : 12 MAY 2015 DELIVERED : 12 MAY 2015 PUBLISHED : 18 MAY 2015 FILE NO/S : COR 91 of 2015 MATTER : Great Southern Ltd (in liq) (ACN 052 046 536) and others named in schedule A EX PARTE

GREAT SOUTHERN LTD (IN LIQ) AND OTHERS NAMED IN THE SCHEDULE (ACN 052 046 536)

Plaintiffs

Catchwords:

Corporations - External administration - Winding up - Application by liquidator for…

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: [2015] WASC 171
Decision Date: 18/05/2015

CaseChat Overview and Summary

The case involves the liquidator of Great Southern Ltd, a company in liquidation, which had entered into a settlement deed with another party. The liquidator sought approval from the court to enter the settlement deed and directions to justify the entry and performance of the deed. The court was asked to determine whether the liquidator's actions were in the best interests of the creditors and members of the company. The primary legal issue was whether the settlement deed was in the best interests of the creditors and members of Great Southern Ltd. The court had to consider the nature of the settlement deed, the benefits it would bring to the creditors and members, and whether the liquidator had acted within their powers and in good faith.

The court found that the settlement deed was in the best interests of the creditors and members of Great Southern Ltd. The court was satisfied that the liquidator had acted within their powers and in good faith in entering the settlement deed. The court also found that the settlement deed would provide significant benefits to the creditors and members of the company, including the recovery of substantial debts and the avoidance of further litigation. The court was also satisfied that the liquidator had acted reasonably in negotiating the settlement deed and that the terms of the deed were fair and reasonable.

As a result, the court granted the liquidator's application for approval to enter the settlement deed and made directions to justify the entry and performance of the deed. The court found that the liquidator had acted properly and in the best interests of the creditors and members of Great Southern Ltd. The court also noted that the settlement deed would provide significant benefits to the creditors and members of the company, including the recovery of substantial debts and the avoidance of further litigation. The court's decision was in line with the principles established in previous cases on the duties and powers of liquidators in external administration.

The final orders of the court were that the liquidator's application for approval to enter the settlement deed was granted and that directions were made to justify the entry and performance of the deed. The court's decision provided clarity and guidance to liquidators and other stakeholders on the appropriate approach to settlement deeds in external administration. The decision also reinforced the importance of acting in the best interests of the creditors and members of the company in all dealings with third parties.

Orders

Orders of the court

Approval given

Directions made

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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