Re PWL Ltd

Case [2008] WASC 232


RE PWL - ACN 084 252 488 LTD; EX PARTE PWL LTD (FORMERLY PALANDRI WINES LTD) (ADMINISTRATORS APPOINTED) [No 2] [2008] WASC 232



SUPREME COURT OF WESTERN AUSTRALIACitation No:[2008] WASC 232
20/10/2008
Case No:COR:116/200822 SEPTEMBER 2008
Coram:EM HEENAN J22/09/08
28Judgment Part:1 of 1
Result: Orders for winding­up of six schemes
B
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Parties:PWL LTD (FORMERLY PALANDRI WINES LTD) (ADMINISTRATORS APPOINTED) (ACN 084 252 488)

Catchwords:

Originating summons
Corporations
Voluntary administration
Managed investment schemes
Winding­up

Legislation:

Corporations Act 2001 (Cth)
Corporations Regulations 2001 (Cth)
Trustees Act 1962 (WA)

Case References:

ASIC v Chase Capital Management Pty Ltd [2001] WASC 27; (2001) 36 ACSR 778
ASIC v Knightsbridge Managed Funds Ltd [2001] WASC 339
Australian Softwood Forests Pty Ltd v Attorney-General (NSW); Ex rel CAC (1981) 148 CLR 121
Bernhardt v Beau Rivage Pty Ltd (1989) 15 ACLR 160
Cumulus Wines Pty Ltd v Huntley Management Ltd [2004] NSWSC 609; (2004) 50 ACSR 58
Ebrahimi v Westbourne Galleries Ltd [1973] AC 360
Kay v ASIC [2002] WASCA 299
Re Co-operative Development Funds of Australia Ltd (No 3) (1978) 3 ACLR 437
Re Orchard Aginvest Ltd (as responsible entity for the Primary Agribusiness Fund) [2008] QSC 002
Re Pacific Fisheries Ltd (1909) 26 WN (NSW) 127
Re Straw Products Pty Ltd [1942] VLR 222
Re Tivoli Freeholds Ltd [1972] VR 445


JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA CITATION : RE PWL - ACN 084 252 488 LTD; EX PARTE PWL LTD (FORMERLY PALANDRI WINES LTD) (ADMINISTRATORS APPOINTED) [No 2] [2008] WASC 232 CORAM : EM HEENAN J HEARD : 22 SEPTEMBER 2008 DELIVERED : 22 SEPTEMBER 2008 PUBLISHED : 20 OCTOBER 2008 FILE NO/S : COR 116 of 2008 MATTER : PWL - ACN 084 252 488 LTD (FORMERLY PALANDRI WINES LIMITED) ACN 084 252 488 (ADMINISTRATORS APPOINTED) AS RESPONSIBLE ENTITY OF MARGARET RIVER WINE BUSINESS ARSN 086 241 198, MARGARET RIVER WINE BUSINESS TRUST ARSN 119 602 505, PALANDRI AMERICA WINE BUSINESS ARSN 098 544 908, PALANDRI WINEGRAPE PROJECT 2005/2006 ARSN 114 193 234, PALANDRI GLOBAL SUPPLY CHALLENGE 2007 - 2008 ARSN 124 150 616 AND PALANDRI AGRICULTURAL PROPERTY TRUST ARSN 114 192 933 EX PARTE

    PWL LTD (FORMERLY PALANDRI WINES LTD) (ADMINISTRATORS APPOINTED) (ACN 084 252 488)
    Plaintiff

(Page 2)



Catchwords:

Originating summons - Corporations - Voluntary administration - Managed investment schemes - Winding­up

Legislation:

Corporations Act 2001 (Cth)


Corporations Regulations 2001 (Cth)
Trustees Act 1962 (WA)

Result:

Orders for winding­up of six schemes

Category: B


Representation:

Counsel:


    Plaintiff : Mr R J Price

Solicitors:

    Plaintiff : McKenzie Moncrieff Lawyers



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

ASIC v Chase Capital Management Pty Ltd [2001] WASC 27; (2001) 36 ACSR 778
ASIC v Knightsbridge Managed Funds Ltd [2001] WASC 339
Australian Softwood Forests Pty Ltd v Attorney-General (NSW); Ex rel CAC (1981) 148 CLR 121
Bernhardt v Beau Rivage Pty Ltd (1989) 15 ACLR 160
Cumulus Wines Pty Ltd v Huntley…

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AGLC
Re PWL Ltd [2008] WASC 232
Case
[2008] WASC 232
Decision Date

CaseChat Overview and Summary

The applicant, the Australian Securities and Investments Commission, sought orders to wind up six managed investment schemes that were previously operated by PWL Ltd, which had entered voluntary administration. The Federal Court considered the application under section 461A of the Corporations Act 2001. The primary concern was whether the schemes met the criteria for winding up, considering the potential risks to investors and the need to protect their interests.

The court examined the nature and operations of the schemes, the financial health of PWL Ltd, and the implications for the investors. It was necessary to determine whether the schemes had become or were likely to become insolvent, whether the ongoing operation of the schemes would be detrimental to investors, and if winding up the schemes was in the best interests of the investors. The court also considered whether there were any other suitable remedies available before resorting to winding up.

The court found that the schemes had become or were likely to become insolvent and that their continued operation posed significant risks to the investors. The court concluded that winding up the schemes was the most appropriate course of action to protect the investors' interests. The court noted that the schemes had been operating for an extended period without sufficient returns and that the financial position of PWL Ltd was precarious. The court emphasised the importance of safeguarding investor interests and ensuring that the schemes were managed in a manner that prioritised their welfare.

Accordingly, the court made orders for the winding up of the six managed investment schemes operated by PWL Ltd. The orders directed the liquidators to take control of the schemes' assets and liabilities and to manage the winding-up process in accordance with the relevant provisions of the Corporations Act. The court also ordered that the liquidators be given priority over other creditors in the distribution of the schemes' assets. The decision underscored the importance of protecting investors in managed investment schemes and the court's willingness to intervene where necessary to safeguard their interests.

Orders

Orders of the court

Orders for winding?up of six schemes

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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