Re Willmott Forests Ltd (No 2)

The case involves Willmott Forests Limited (WFL), which is in liquidation, and the liquidators appointed to manage the winding up of the company. The liquidators applied to the court for advice under section 511 of the Corporations Act 2001 (Cth) regarding the sale of land used by forestry schemes managed by WFL. The court was required to determine whether the liquidators acted properly and reasonably in conducting the sale process, whether they were justified in terminating and disclaiming the agreements governing the forestry schemes, and whether the allocation of sale proceeds was appropriate. The court also needed to decide if it had the power to determine third-party rights without joining them as parties to the proceeding and whether any of the land was held on trust for the scheme members.

The court considered the liquidators' conduct, the impact of the sale on the scheme members, and the statutory provisions governing managed investment schemes and winding up. The court examined the terms of the sale contracts and the proposed allocation of proceeds. The court found that the liquidators acted properly and reasonably in conducting the sale process and were justified in terminating and disclaiming the agreements governing the forestry schemes. The court also concluded that the allocation of sale proceeds was appropriate. The court held that it had the power to determine third-party rights under section 511 of the Corporations Act and that it was not necessary to join the third parties as parties to the proceeding. The court determined that none of the land was held on trust for the scheme members.

The court granted the liquidators' application for judicial advice, approving the sale of the land and the allocation of proceeds. The court found that the liquidators were justified in disclaiming the agreements governing the forestry schemes and that the allocation of sale proceeds was appropriate. The court also held that it had the power to determine third-party rights without joining them as parties to the proceeding. The court's decision was based on a consideration of the statutory provisions governing managed investment schemes and winding up, the terms of the sale contracts, and the impact of the sale on the scheme members.