JUDGE:	Hetyey AsJ
WHERE HELD:	Melbourne
DATE OF HEARING:	8 September 2025, further material received 15 September 2025
DATE OF JUDGMENT:	17 October 2025
CASE MAY BE CITED AS:	Re Pickwick 1A Facilities Services Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 645

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CORPORATIONS – Corporations Act 2001 (Cth) – s 461(1)(k) – Winding up on just and equitable ground – Company established as Indigenous joint venture – Failure of main object of company – Irretrievable breakdown in relationship of trust and confidence between shareholders – Lack of confidence in conduct and management of affairs of company – Deadlock – Dysfunction of board of directors – Financial position of company – Where company reliant on ongoing financial assistance from minority shareholder and applicant for winding up – s 467(4) – Whether other remedy available – Relative justice of winding up remedy.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr D McAloon	Maddocks
No appearance for the Defendant
Mr A Budd and Ms C Barney as interested persons	None	Self-represented

TABLE OF CONTENTS

Introduction

Background

JV agreement
Shared Services Agreement
Supply Nation certification
Change of ownership of company shares
Correspondence, meetings and other events
Bank account suspension

Procedural history

Statutory provisions and legal principles

Standing to make winding up application

Failure of main object of company

Breakdown in relationship between shareholders

Lack of confidence in conduct and management of affairs of company

Deadlock

Dysfunction of board of directors

Current financial position of company

Whether less drastic remedy available

Relative justice of winding up

Conclusion

HIS HONOUR:

Introduction

The defendant, Pickwick 1A Facilities Services Pty Ltd (‘Pickwick 1A’ or ‘company’) was established on 26 September 2017 as an incorporated joint venture to create a facilities services and recruitment business that would accord with the Australian Government’s Indigenous Procurement Policy; a policy designed to stimulate Indigenous entrepreneurship and business development and provide Indigenous Australians with opportunities for economic participation. The company employs 16 people[1] and is currently party to approximately 40 client contracts under which the company provides its services, including general cleaning, pest control, waste management and disaster recovery services.
[1]Twelve are hired on a permanent basis, including the company’s general manager, and the remaining four on a casual basis.
At the time of commencement of this proceeding on 26 March 2025, the current directors of the company were: Aunty Christine Konomie Barnie, a Woppaburra Aboriginal Elder of the Dharumbal nation,[2] who was appointed on 15 July 2020; Alton Robert Budd, who was appointed on 1 December 2023; and Helina Shanti Solomon, who was appointed on 1 June 2021.[3] Ms Solomon is also a director of the plaintiff, Pickwick Group Pty Ltd (‘

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 Pickwick 1A Facilities Services Pty Ltd

Details

AGLC: Re Pickwick 1A Facilities Services Pty Ltd [2025] VSC 645
Case: [2025] VSC 645
Decision Date: 17 October 2025

CaseChat Overview and Summary

In the case of Re Pickwick 1A Facilities Services Pty Ltd, the dispute involved the winding up of a company established as an Indigenous joint venture. The applicant, seeking to wind up the company, argued that it had become just and equitable to do so due to various factors, including the failure of the company's main object, an irretrievable breakdown in the relationship of trust and confidence between the shareholders, a lack of confidence in the conduct and management of the company, a deadlock in decision-making, and dysfunction within the board of directors. Additionally, the company's financial position was precarious, with its survival dependent on ongoing financial assistance from a minority shareholder and the applicant. The court had to decide whether the company should be wound up under section 461(1)(k) of the Corporations Act 2001 (Cth) and whether there were any other remedies available that could be considered before resorting to winding up.

The primary legal issue before the court was whether the company should be wound up on the ground that it was just and equitable to do so. The applicant argued that the circumstances warranted winding up, while the company and its directors contended that other remedies should be considered first. The court also had to determine whether there were any other remedies available that could address the issues without resorting to winding up and, if so, whether the relative justice of those remedies made winding up an inappropriate course of action.

The court considered the evidence and submissions from both sides and found that the company had indeed failed in its main object and that there had been a significant breakdown in the relationship between the shareholders. The dysfunction within the board and the financial reliance on the minority shareholder and the applicant further supported the case for winding up. The court concluded that the relative justice of the situation favoured winding up as the appropriate remedy, as there were no other viable remedies that could effectively address the issues facing the company. The court granted the application to wind up the company, finding that it was just and equitable to do so.

The court's final orders included the winding up of Pickwick 1A Facilities Services Pty Ltd, with the applicant appointed as the liquidator. The court also directed that the liquidator take all necessary steps to wind up the company and distribute its assets in accordance with the law. The decision highlights the importance of maintaining trust and confidence among shareholders in a joint venture and the potential consequences when these relationships break down irretrievably.

Orders