Re Kettridges Pty Ltd (Administrators Appointed) - [2025] WASC 311

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE KETTRIDGES PTY LTD (ADMINISTRATORS APPOINTED); EX PARTE DOMINISH, SHAW AND ALBARRAN [2025] WASC 311
CORAM:   HILL J
HEARD:   17 JULY 2025
DELIVERED          :   17 JULY 2025
PUBLISHED           :   5 AUGUST 2025
FILE NO/S:   COR 106 of 2025
MATTER:   IN THE MATTER OF KETTRIDGES PTY LTD (ADMINISTRATORS APPOINTED)
EX PARTE

AARON JOSEPH DOMINISH as administrator of KETTRIDGES PTY LTD (ADMINISTRATORS APPOINTED)
First Plaintiff

CAMERON HUGH SHAW as administrator of KETTRIDGES PTY LTD (ADMINISTRATORS APPOINTED)
Second Plaintiff

RICHARD ALBARRAN as administrator of KETTRIDGES PTY LTD (ADMINISTRATORS APPOINTED)
Third Plaintiff

Catchwords:

Corporations - Voluntary administration - Whether administrators validly appointed - Purported appointment of administrators after sudden death of sole director - Whether orders should be made under s 447A of the Corporations Act 2001 (Cth) to validate the appointment of the plaintiffs as administrators

Legislation:

Corporations Act 2001 (Cth) s 447A

Result:

Application granted

Category: B

Representation:

Counsel:

First Plaintiff	:	P Edgar SC & J Cook
Second Plaintiff	:	P Edgar SC & J Cook
Third Plaintiff	:	P Edgar SC & J Cook

Solicitors:

First Plaintiff	:	Mendelawitz Morton Commercial Lawyers
Second Plaintiff	:	Mendelawitz Morton Commercial Lawyers
Third Plaintiff	:	Mendelawitz Morton Commercial Lawyers

Cases referred to in decision:

Calabretta v Redpen Developments Pty Ltd (in liq) (2010) 183 FCR 47
Correa v Whittingham [2013] NSWCA 263; (2013) 278 FLR 310
Hayes v Doran [No 2] [2012] WASC 486
Honest Remark Pty Ltd v Allstate Explorations NL [2006] NSWSC 735; (2006) 234 ALR 765
Hutton, Re Big Village Australia Pty Ltd (Administrators Appointed) [2023] FCA 48
Mancini v Mancini (1999) 17 ACLC 1570
Re New Tel Ltd [2004] FCA 1154; (2004) 210 ALR 270
Re Pasdonnay Pty Ltd (ACN 009 131 622) (admins apptd); McDonald (2005) 53 ACSR 717

HILL J:

(This judgment was delivered extemporaneously and has been edited from the transcript to include references, headings and to correct matters of grammar and expression.)

On 11 July 2025, the plaintiffs filed an originating process seeking orders under s 447A(1), alternatively s 1322(4)(a), of the Corporations Act 2001 (Cth) (Act) to validate their appointment as administrators of Kettridges Pty Ltd (Company), as well as various ancillary orders.
On the same date the plaintiffs filed a certificate of urgency certifying that the application was of such an urgent nature that it was required to be listed at the 'next available opportunity'. The basis for the urgency is the risk to the Company's operations, including the continued employment of its employees, if the application is not heard and determined promptly.
For this reason, the application was listed before me this morning on an urgent basis.
In support of the application, the plaintiffs rely on the affidavit of the first-named plaintiff, Aaron Joseph Dominish, filed 11 July 2025, and an affidavit of Boika Simeva Panov, a solicitor employed by the plaintiffs' solicitors, filed 16 July 2025. I have also had the benefit of two written outlines of…

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 Kettridges Pty Ltd (Administrators Appointed)

Details

AGLC: Re Kettridges Pty Ltd (Administrators Appointed) [2025] WASC 311
Case: [2025] WASC 311
Decision Date: 5 AUGUST 2025

CaseChat Overview and Summary

The matter involved Kettridges Pty Ltd and the administrators appointed to it, with the dispute centering on the validity of the administrators' appointment. The High Court of Australia was tasked with determining the legality of the appointment of the plaintiffs as administrators of the company following the sudden death of the sole director. The court had to decide whether the appointment was valid, particularly considering that it occurred after the director's death, and whether it could be validated under section 447A of the Corporations Act 2001 (Cth).

The legal issues before the court were multifaceted. They included whether the purported appointment of the plaintiffs as administrators was validly made, and if the court had the authority to validate such an appointment under section 447A of the Act. Additionally, the court needed to consider the implications of the sole director's sudden death on the company's governance and the process of appointing administrators. The court had to balance the statutory requirements for appointing administrators with the practicalities of the situation, particularly the sudden and unexpected nature of the director's death.

The court held that the purported appointment of the plaintiffs as administrators was not valid because it occurred after the death of the sole director, which rendered the company unable to appoint administrators as per the statutory requirements. However, the court found that it had the discretion to validate the appointment under section 447A of the Corporations Act 2001 (Cth), given the exceptional circumstances of the case. The court considered the necessity of ensuring that the company's affairs were managed in an orderly manner and that the interests of creditors and other stakeholders were protected. The court concluded that validating the appointment was in the best interest of the company and its stakeholders.

The court made orders under section 447A of the Corporations Act 2001 (Cth) to validate the appointment of the plaintiffs as administrators of Kettridges Pty Ltd. This decision ensured that the company's affairs could be managed effectively and that the interests of creditors and other stakeholders were safeguarded, despite the unusual circumstances surrounding the director's death.

Orders