South Wagga Sports and Bowling Club Limited, in the matter of; application by Chamberlain
[2008] FCA 2001
•11 December 2008
FEDERAL COURT OF AUSTRALIA
South Wagga Sports and Bowling Club Limited, in the matter of; application by Chamberlain [2008] FCA 2001
APPLICATION BY CHRISTOPHER MEL CHAMBERLAIN, IN THE MATTER OF SOUTH WAGGA SPORTS AND BOWLING CLUB LIMITED (ADMINISTRATOR APPOINTED)
NSD 1899 OF 2008
EMMETT J
11 DECEMBER 2008
SYDNEY
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
NSD 1899 OF 2008
IN THE MATTER OF SOUTH WAGGA SPORTS AND BOWLING CLUB LIMITED (ADMINISTRATOR APPOINTED),
CHRISTOPHER MEL CHAMBERLAIN
JUDGE:
EMMETT J
DATE OF ORDER:
11 DECEMBER 2008
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1.Pursuant to s 439A(6) of the Corporations Act 2001 (Cth) the convening period for the convening of a meeting of creditors of South Wagga Sports and Bowling Club Limited (Administrator Appointed) under s 439A of that Act be extended to 15 January 2009.
Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
NSD 1899 OF 2008
IN THE MATTER OF SOUTH WAGGA SPORTS AND BOWLING CLUB LIMITED (ADMINISTRATOR APPOINTED),
CHRISTOPHER MEL CHAMBERLAIN
JUDGE:
EMMETT J
DATE:
11 DECEMBER 2008
PLACE:
SYDNEY
REASONS FOR JUDGMENT
South Wagga Sports and Bowling Club Limited (the Club) is a registered club within the meaning of the Registered Clubs Act 1976 (NSW) (the Clubs Act) and is also incorporated under the Corporations Act 2001 (Cth) (the Corporations Act). The Club is a sports and bowling club located in South Wagga, New South Wales. It has recently been refurbished.
On 13 November 2008, the applicant, Mr Christopher Chamberlain (the Adninistrator), was appointed administrator of the Club by the directors of the Club pursuant to s 436A of the Corporations Act. Since Mr Chamberlain’s appointment, the Club has continued to trade, and it is his intention to continue trading for the period of the administration. At the first meeting of creditors, held on 21 November 2008, the appointment of the Administrator was confirmed and three creditors were appointed to the committee of inspection.
Under the provisions of the Corporations Act, the Administrator is required to convene a second meeting of creditors by 11 December 2008, at which time he is required to make a recommendation to creditors as to whether it is in the best interests of creditors for the Club to be returned to the directors, enter into a deed of company arrangement or be wound up. However, the Administrator does not consider that he will be in a position to make a recommendation to creditors by the time when the Corporations Act requires him to convene the second meeting. He has therefore applied to the Court, pursuant to s 439A(6) of the Corporations Act, for an extension of time to hold the second meeting of creditors.
One of the options that is open to the Club is amalgamation with another sports or bowling club in the Wagga area. Pursuant to the Clubs Act, and the Registered Clubs Regulations 1996 (NSW), the Club must first take a number of steps before proceeding with any amalgamation. The steps are, first, to call for expressions of interest in amalgamating, from each other registered club that has premises within a radius of 50 kilometres of the premises of the Club and, secondly, notify the members of the Club of the proposed amalgamation, by a notice displayed on the Club’s notice board and the Club’s website, if any.
On 25 November 2008, the Administrator caused Clubs New South Wales to prepare and circulate, to all registered clubs within a radius of 50 kilometres of the Club’s premises, a circular calling for expressions of interest in amalgamation with the Club. Those expressions of interest must be received by 15 December 2008. The Administrator expects that expressions of interest may well be received from several clubs in the Wagga area. Those expressions of interest will therefore need to be considered before proceeding with any amalgamation. Since the closing date for expressions of interest is 15 December 2008, the Administrator will not be in a position to make a recommendation to creditors by 11 December 2008. At a meeting of the committee of inspection held on 3 December 2008, the committee consented to the Administrator’s making an application for an extension of time to convene the second meeting of creditors.
While such an extension is not given as a matter of course, the Court, in deciding whether to grant an extension, must balance the policy of having the administration resolved as quickly as possible with the interests of the creditors in ensuring the best outcome of the administration. Clearly, an amalgamation may well be in the best interests of creditors of the Club and it is desirable that that option be explored. The Administrator has asked for an extension to 15 January 2009. That appears to me to be a reasonable course to adopt. Accordingly, I propose to accede to the Administrator’s application.
I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Emmett. Associate:
Dated: 15 January 2009
Counsel for the Plaintiff: Ms S Hutchinson Solicitor for the Plaintiff KP Farmer & Associates Date of Hearing: 11 December 2008 Date of Judgment: 11 December 2008
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