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Re Regional Planners Developments Co Pty Ltd

Re Regional Planners Developments Co Pty Ltd

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Case Copied 13 April 2015 21 min read

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Supreme Court

New South Wales

Medium Neutral Citation: In the matter of Regional Planners Developments Co Pty Limited [2015] NSWSC 1996
Hearing dates: 13 April 2015
Date of orders: 13 April 2015
Decision date: 13 April 2015
Jurisdiction: Equity - Corporations List
Before: Brereton J
Decision:
Company reinstated and wound up; limitation period on actions of plaintiff against first defendant suspended.

Catchwords:
CORPORATIONS – deregistration – reinstatement of registration for purpose of winding up – winding up on just and equitable ground – where no directors acting and no likelihood of directors being appointed.

PROCEDURE – service – failure to comply with (CTH) Service and Execution of Process Act 1992 – where service required upon deregistered company – held, failure of effective service not a bar to matter proceeding.
CORPORATIONS – reinstatement of registration – suspension of limitation period on actions against company – whether (CTH) Corporations Act 2001, s 601AH(3)(d), confers jurisdiction to suspend limitation period – discretion to make order – whether deregistration practically precluded plaintiff from instituting proceedings.
Legislation Cited: (CTH) Corporations Act 2001, s 446, s 461(1)(k), s 601AB, s 601AH(2), s 601AH(3)
(CTH) Service and Execution of Process Act 1992
(UK) Companies Act 1948, s 353(6)
Cases Cited: Australian Securities Commission v AS Nominees Limited (1995) 62 FCR 504;
Australian Securities and Investments Commission v ABC Fund Managers Limited (2001) 39 ACSR 443
Australian Securities and Investments Commission v Green Pacific Energy Limited (2006) 59 ACSR 142
Australian Securities and Investments Commission v West (2008) 66 ACSR 143
Australian Securities and Investments Commission, in the matter of Storm Financial Limited (Receivers and Managers Appointed) (Administrators Appointed) v Storm Financial Limited (Receivers and Managers Appointed) (Administrators Appointed) (2009) 71 ACSR 81
Storm Financial Limited (receivers and managers appointed) (in liq) v Victorian Families Retirement & Investment Group Pty Limited (No 2) (2009) 71 ACSR 295
CIC Insurance Limited (prov liq apptd) v Hannan & Co Pty Limited (2001) 38 ACSR 245
Official Trustee in Bankruptcy v Buffier (2005) 54 ACSR 767
Phelan v Ambridge Corp Pty Limited (2005) 55 ACSR 136
Re Donald Kenyon Limited [1956] 3 All ER 596
Re Rugby Auto Electric Services Limited (unreported, 14 December 1959, Roxburgh J)
Re Huntingdon Poultry Limited [1969] 1 All ER 328
John Hammonds & Co Limited v Registrar of Companies [1999] 3 NZLR 690
Thornton Estates Limited v Registrar of Companies (2006) 3 NZCCLR 590
Re West (unreported, High Court (Napier), 15 May 2002, Ronald Young J)
Skeates v Bruce [2008] NZCCLR 27
Solla v Scott [1982] 2 NSWLR 832
Harule Pty Ltd; Ex parte Olita Super Readymixed Concrete Pty Ltd (in liq) (1994) 13 ACSR 500
Deputy Commissioner of Taxation v Action Workwear Pty Ltd (deregistered) (1996) 20 ACSR 712
Lillecrapp v State of South Australia; Golden Eggs v State of SA (1996)14 ACLC 1540
Pagnon v Workcover Queensland [2001] 2 Qd R 492
Deputy Commissioner of Taxation v Action Workwear Pty Ltd (deregistered) (1996) 20 ACSR 712
Hutchinson v Australian Securities and Investments…

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.

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Details

Case: [2015] NSWSC 1996
Decision Date: 13 April 2015

CaseChat Overview and Summary

In the case of Re Regional Planners Developments Co Pty Ltd, the matter involved the deregistration of a company and the subsequent reinstatement of its registration for the purpose of winding up. The High Court of Australia was tasked with addressing several legal issues concerning the company's deregistration, service of process, and the reinstatement of its registration.

The primary legal issues the Court considered were whether the failure to comply with the Service and Execution of Process Act 1992 when serving a deregistered company would prevent the matter from proceeding, and whether the Corporations Act 2001 allowed for the suspension of the limitation period on actions against the company. Additionally, the Court had to determine whether section 601AH(3)(d) of the Corporations Act conferred jurisdiction to suspend the limitation period and whether such a suspension was necessary because the deregistration had practically precluded the plaintiff from instituting proceedings.

The Court held that the failure to comply with the Service and Execution of Process Act 1992 did not bar the matter from proceeding. The Court found that the Act did not provide an absolute bar to proceedings where service was not properly executed on a deregistered company. Furthermore, the Court ruled that section 601AH(3)(d) of the Corporations Act did confer jurisdiction to suspend the limitation period. The Court found that the deregistration of the company had practically precluded the plaintiff from instituting proceedings, justifying the suspension of the limitation period to allow for the winding up on just and equitable grounds.

The Court's final orders reinstated the registration of Regional Planners Developments Co Pty Ltd for the purpose of winding up. The reinstatement allowed the winding up to proceed on the just and equitable ground, as there were no directors acting and no likelihood of directors being appointed.

Orders