Re Ingram Enterprises - [2024] VSC 395

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL COURT

CORPORATIONS LIST

S ECI 2024 02509

IN THE MATTER OF INGRAM ENTERPRISES (VIC) PTY LTD (ACN 143 705 088) (AS TRUSTEE FOR THE INGRAM FAMILY TRUST)
Between
LISA HASKER (IN HER CAPACITY AS THE EXECUTOR OF THE ESTATE OF THE LATE DAVID MATTHEW INGRAM)	Plaintiff
v
INGRAM ENTERPRISES (VIC) PTY LTD (ACN 143 705 088) (AS TRUSTEE FOR THE INGRAM FAMILY TRUST)	Defendant

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JUDGE:	Delany J
WHERE HELD:	Melbourne
DATE OF HEARING:	2 July 2024
DATE OF RULING:	2 July 2024 (ex tempore)
CASE MAY BE CITED AS:	Re Ingram Enterprises
MEDIUM NEUTRAL CITATION:	[2024] VSC 395

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CORPORATIONS – Application by executor of estate to be registered as holder of shares in defendant company as trustee of family trust – Application for orders for external administration – Current sole director, company secretary, and sole shareholder of the defendant company deceased – Just and convenient to appoint receiver over property and assets of the trust – Order as to remuneration, costs and expenses of liquidator – Taylor (Trustee), in the matter of Kwok v Goldana Investments Pty Ltd (receivers and managers appointed) (No 2) [2015] FCA 947 – Corporations Act 2001 (Cth), ss 175, 420, 461(1)(k), 556(1)(b), 1072E(1) – Supreme Court Act 1986 (Vic), s 37(1) – Supreme Court (General Civil Procedure) Rules 2015 (Vic), r 39.07.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	N Frenkel	Atticus Lawyers Pty Ltd

HIS HONOUR:

The plaintiff in this proceeding, Lisa Hasker, in her capacity as executor of the estate of the late David Matthew Ingram, seeks the following relief:

(a) The 20 ordinary shares in Ingram Enterprises (Vic) Pty Ltd (ACN 143 705 088) (as trustee for the Ingram Family Trust) be vested in Ms Hasker pursuant to s 13 of the Administration and Probate Act 1958 (Vic);

(b) Ms Hasker be entitled to be registered as the holder of 20 ordinary shares in Ingram Enterprises (Vic) Pty Ltd (ACN 143 705 088) (as trustee for the Ingram Family Trust) pursuant to s 1072E(2) of the Corporations Act 2001 (Cth) (‘the Act’);

(c) Pursuant to s 175 of the Act, the register of members of the defendant be corrected to record that the shares presently registered in the name of David Matthew Ingram are registered in the name of Lisa Hasker (as executor of the estate of the late David Matthew Ingram), such order to take effect nunc pro tunc.

(d) The defendant be wound up pursuant to s 461(1)(k) of the Act;

(e) Timothy Mark Shuttleworth Holden be appointed liquidator of the Defendant. Mr Holden has provided his consent for such an appointment;

(f) Pursuant to s 37(1) of the Supreme Court Act 1986 (Vic), Mr Holden be appointed, without security, as receiver and manager over the property and assets of the Ingram Family Trust;

(g) The need for the receiver and manager to give and file a guarantee under r 39.05 of the Supreme Court (General…

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 Ingram Enterprises

Details

AGLC: Re Ingram Enterprises [2024] VSC 395
Case: [2024] VSC 395
Decision Date: 2 July 2024 (ex tempore)

CaseChat Overview and Summary

The executor of the estate of the late Mark Ingram, who was the sole director, company secretary, and shareholder of Ingram Enterprises Pty Ltd, applied to the Supreme Court of Victoria to be registered as the holder of shares in the company as trustee of a family trust. The application was made in the context of proceedings for external administration of the company, which was insolvent. The executor sought orders for the appointment of a receiver over the property and assets of the trust, as well as orders regarding the remuneration, costs, and expenses of the liquidator.

The court had to determine whether it was just and convenient to appoint a receiver over the property and assets of the trust, and if so, whether the executor should be registered as the holder of shares in the company. The court considered the relevant provisions of the Corporations Act 2001 (Cth), and the Supreme Court Act 1986 (Vic). It also took into account the case of Taylor (Trustee), in the matter of Kwok v Goldana Investments Pty Ltd (receivers and managers appointed) (No 2) [2015] FCA 947. The court found that it was just and convenient to appoint a receiver over the property and assets of the trust, and that the executor should be registered as the holder of shares in the company.

The court made orders appointing a receiver over the property and assets of the trust, and registered the executor as the holder of shares in the company as trustee of the family trust. The court also made orders as to the remuneration, costs, and expenses of the liquidator, in accordance with the provisions of the Corporations Act 2001 (Cth) and the Supreme Court (General Civil Procedure) Rules 2015 (Vic). The court found that the application was made in the interests of justice and that the orders were necessary to ensure that the assets of the company were properly managed and distributed.

Orders