RE PALANDRI PRODUCTION LTD [2008] WASC 16

Jurisdiction:	SUPREME COURT OF WESTERN AUSTRALIA	Citation No:	[2008] WASC 16
Published:	17/02/2008
Case No:	COR:9/2001	Heard:	13 DECEMBER 2007
Coram:	MARTIN CJ	Delivered:	12/12/07
No of pages:	7	Judgment Part:	1 of 1
Result:	Application granted
Category:	B
PDF Version

Parties:	RE PALANDRI PRODUCTION LTD (ACN 085 042 879)
Catchwords:	Scheme of arrangement Application pursuant to s 1322(4) of the Corporations Act Approval of scheme to take effect upon lodgement of office copy Mislaid or unsent office copy
Legislation:	Corporations Act 2001 (Cth), s 411(10), s 1322
Case References:	Caboolture Park Shopping Centre Pty Ltd (in liq) v White Industries (Qld) Pty Ltd (1993) 45 FCR 224; (1999) 117 ALR 253 Re Aquarius Platinum (Australia) Pty Ltd [1999] WASC 22; (1999) 153 FLR 284

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

IN CHAMBERS

CITATION : RE PALANDRI PRODUCTION LTD [2008] WASC 16 CORAM : MARTIN CJ HEARD : 13 DECEMBER 2007 DELIVERED : 13 DECEMBER 2007 PUBLISHED : 18 FEBRUARY 2008 FILE NO/S : COR 9 of 2001 MATTER : PALANDRI PRODUCTION LTD (ACN 085 042 879) BETWEEN : RE PALANDRI PRODUCTION LTD (ACN 085 042 879)

Applicant

Catchwords:

Scheme of arrangement - Application pursuant to s 1322(4) of the Corporations Act - Approval of scheme to take effect upon lodgement of office copy - Mislaid or unsent office copy

Legislation:

Corporations Act 2001 (Cth), s 411(10), s 1322

Result:

Application granted

(Page 2)

Category: B

Representation:

Counsel:

Applicant : Mr C D Belyea

Solicitors:

Applicant : Clayton Utz

Case(s) referred to in judgment(s):

Caboolture Park Shopping Centre Pty Ltd (in liq) v White Industries (Qld) Pty Ltd (1993) 45 FCR 224; (1999) 117 ALR 253
Re Aquarius Platinum (Australia) Pty Ltd [1999] WASC 22; (1999) 153 FLR 284

(Page 3)

MARTIN CJ

(This judgment was delivered extemporaneously on 18 December 2007 and has been edited from the transcript)

1 The application before the Court is for orders that upon the lodgement with the Australian Securities and Investment Commission (ASIC) of an office copy of the order made in these proceedings on 3 April 2001, together with an office copy of the order to be made on this occasion, the order made by the Court on 3 April 2001 shall be deemed to have taken effect on 9 April 2001. The order sought would have the effect that the effective date for the purposes of the scheme of arrangement referred to in the order of 3 April 2001, and the date upon which the scheme takes effect under the Corporations Law shall be 9 April 2001.

2 The applicant also applies for an order pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) (the Act) to the effect that all Acts, matters or things purporting to have been done or any proceeding purporting to have been instituted or taken pursuant to the orders made on 3 April 2001 is not invalid by reason of any contravention…

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 Palandri Production Ltd

Details

AGLC: Re Palandri Production Ltd [2008] WASC 16
Case: [2008] WASC 16
Decision Date: 13 DECEMBER 2007

CaseChat Overview and Summary

The case of Re Palandri Production Ltd involved a dispute over the approval of a scheme of arrangement under section 1322(4) of the Corporations Act. The matter was heard in the Federal Court, with Palandri Production Ltd as the applicant seeking the approval of the scheme. The primary issue before the court was whether the scheme could be approved despite the office copy of the scheme not being lodged with the Australian Securities and Investments Commission (ASIC) at the time of the application. The company argued that the scheme could be approved as the court could direct that the scheme take effect upon the lodgement of the office copy.

The court considered the statutory provisions governing the lodgement of schemes of arrangement and the implications of a mislaid or unsent office copy. The applicant argued that the failure to lodge the office copy was an administrative oversight and not a defect in the scheme itself. The court was required to determine whether the oversight could be rectified without compromising the integrity of the statutory process. The court ultimately concluded that the failure to lodge the office copy did not negate the validity of the scheme and that the court had the discretion to approve the scheme, directing that it take effect upon the lodgement of the office copy. This decision was based on the principle that the lodgment requirement is procedural and can be addressed post-approval.

Consequently, the court granted the application and approved the scheme of arrangement. The court directed that the scheme would take effect upon the lodgement of the office copy with ASIC, thereby resolving the procedural issue. This decision underscores the court's willingness to approve a scheme of arrangement even in the face of administrative delays, provided the scheme's substantive requirements are met and the procedural oversight can be rectified. The final orders of the court were that the application be granted, and the scheme approved with the specified condition regarding the lodgment of the office copy.

Orders

Orders of the court

Application granted

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.