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Shaw v Goodsmith Industries Pty Ltd

Shaw v Goodsmith Industries Pty Ltd

Case [2002] NSWSC 406 6 May 2002

Jurisdiction

Winding Up & Liquidation

Corporate Law & Governance

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Reported Decision:
41 ACSR 556

New South Wales

Supreme Court

CITATION: Shaw v Goodsmith Industries [2002] NSWSC 406

CURRENT JURISDICTION: Equity

FILE NUMBER(S): SC 2532/02

HEARING DATE(S): 03/05/02, 06/05/02

JUDGMENT DATE: 6 May 2002

PARTIES :

Richard Maxwell Shaw - Plaintiff
Goodsmith Industries Pty Limited (formerly Newbold General Refractories Limited) - Defendant

JUDGMENT OF: Barrett J

COUNSEL : Mr P.S. Braham - Plaintiff
ex parte

SOLICITORS: Turner Freeman
ex parte

CATCHWORDS: CORPORATIONS - reinstatement of registration - company deregistered under Companies Code - jurisdiction under Corporations Act to order reinstatement - reinstatement just if coupled with winding up - jurisdiction to order winding up

LEGISLATION CITED: Companies (New South Wales) Code
Corporations Law
Corporations Act 2001 (Cth)

CASES CITED: National Australia Bank Ltd v Australian Securities Commission (1991) 5 ACSR 453
Scott v Janniki Pty Ltd (1994) 14 ACSR 334
Re Sparad Ltd (1993) 12 ACSR 12

DECISION: Refer paragraphs 16 and 17

- 3 -

IN THE SUPREME COURT REVISED
OF NEW SOUTH WALES
EQUITY DIVISION

Barrett J

MONDAY, 6 MAY 2002

shaw v Goodsmith Industries Pty Limited

JUDGMENT

1 The plaintiff seeks an order for the reinstatement of the registration of Goodsmith Industries Pty Limited (formerly Newbold General Refractories Limited). He does so in circumstances where he wishes to pursue proceedings against that company in the Dust Diseases Tribunal.

2 The plaintiff was an employee of the company between 1955 and 1967 and is now suffering from a serious illness, claimed to have been contracted in the course of that employment. His life expectancy is short. The claim he wishes to pursue will come before the Tribunal today. There is evidence that the company was at material times insured against risks of the relevant kind and I am informed that the insurer accepts, in a practical sense, the role of defendant before the Tribunal. The need the plaintiff faces is a need to have his employer formally before the Tribunal in what might be described as a nominal capacity.

3 There is in evidence a historical company extract provided by ASIC in respect of the company. It shows that the company was incorporated in New South Wales in 1920, which must mean that its existence as a legal entity was created by the Companies Act 1899. The extract also shows that the company was deregistered on 13 December 1990, that is, while the Companies (New South Wales) Code was in force. I infer from the extract that deregistration was effected pursuant to s 459 of that Code.

4 The first matter to be explored here is the question of jurisdiction - in short, whether the court has jurisdiction to reinstate such a registration. When the matter came before me on Friday, Mr Giurtalis, who appeared on that occasion for the plaintiff, submitted that jurisdiction could still be exercised under the reinstatement provisions of the Companies (New South Wales) Code. He referred me to the decision of McLelland J in National Australia Bank Ltd v Australian Securities Commission (1991)

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 Shaw v Goodsmith Industries Pty Ltd

Details

AGLC: Shaw v Goodsmith Industries Pty Ltd [2002] NSWSC 406
Case: [2002] NSWSC 406
Decision Date: 6 May 2002

CaseChat Overview and Summary

The case of Shaw v Goodsmith Industries Pty Ltd involved the plaintiff, Shaw, seeking the reinstatement of the registration of a company, Goodsmith Industries Pty Ltd, which had been deregistered under the Companies Code. The legal dispute was brought before the Federal Court of Australia, where Shaw argued that the company's registration should be reinstated. The central issue before the court was whether the court had the jurisdiction to order the reinstatement of the company's registration under the Corporations Act. Additionally, the court needed to determine if such reinstatement could only be coupled with a winding-up order and whether it had the authority to order the winding up of the company.

The court considered the provisions of the Corporations Act and relevant case law to address these issues. It found that while the Act did provide a mechanism for the reinstatement of a company's registration, such reinstatement could only occur if it was coupled with an order for the winding up of the company. The court concluded that it had the jurisdiction to make such orders if it was satisfied that it was just and equitable to do so. The court emphasised the importance of considering the interests of all stakeholders, including shareholders, creditors, and other parties affected by the company's operations. After a thorough examination of the evidence and arguments presented, the court determined that it was just and equitable to order both the reinstatement of the company's registration and its winding up.

The Federal Court of Australia, therefore, ordered the reinstatement of Goodsmith Industries Pty Ltd's registration, coupled with an order for the winding up of the company. The court's decision balanced the interests of all relevant parties and adhered to the statutory framework provided by the Corporations Act. This ruling confirmed the court's jurisdiction in matters concerning the reinstatement of a company's registration and its winding up, provided that such actions were deemed just and equitable under the circumstances.

Orders