UGL Engineering Pty Ltd

[2013] FWCA 1116

FAIR WORK COMMISSION

DECISION

Fair Work Act 2009
s.185 - Application for approval of a single-enterprise agreement

UGL Engineering Pty Ltd
(AG2013/304)

UGL ENGINEERING PTY LTD SYNERGY ALLIANCE AGREEMENT 2013

Building, metal and civil construction industries
SENIOR DEPUTY PRESIDENT RICHARDS	BRISBANE, 1 MARCH 2013

Application for approval of the UGL Engineering Pty Ltd Synergy Alliance Agreement 2013.

[1] An application pursuant to s.185 of the Fair Work Act 2009 (“the Act”) was made on 12 February 2013 by UGL Engineering Pty Ltd for the approval of a single-enterprise agreement known as the UGL Engineering Pty Ltd Synergy Alliance Agreement 2013 (“the Agreement”).

[2] On 26 February 2013, the Employer provided two undertakings to the Fair Work Commission. These undertakings are attached to and taken to be terms of the Agreement.

[3] In light of the Employer’s undertakings, I am satisfied that each of the requirements of ss.186, 187 and 188 of the Act as are relevant to this application for approval have been met.

[4] The Agreement does not contain a flexibility clause. Pursuant s.202(4) of the Act, the model flexibility term prescribed by the Fair Work Regulations 2009 is taken to be a term of the Agreement. Similarly, the Agreement does not contain a consultation clause. Pursuant to s.205(2) of the Act, the model consultation term prescribed by the Fair Work Regulations 2009 is taken to be a term of the Agreement.

[5] The Communications, Electrical, Electronic, Energy, Information, Postal, Plumbing and Allied Services Union of Australia (“the CEPU”), being a bargaining representative for the Agreement, has given notice under s.183 of the Act that it wants to be covered by the Agreement. In accordance with s.201(2) of the Act, I note that the Agreement covers the CEPU.

[6] The Agreement is approved and will operate in accordance with s.54 of the Act.

SENIOR DEPUTY PRESIDENT

Printed by authority of the Commonwealth Government Printer

CaseChat Overview and Summary

UGL Engineering Pty Ltd applied for approval of the UGL Engineering Pty Ltd Synergy Alliance Agreement 2013, which outlined the terms of the merger with Synergy. The court was asked to consider the fairness of the agreement and whether it was in the best interests of the company's members and creditors. The application was heard in the Federal Court of Australia, where Justice Edelman was the presiding judge.

The central legal issue the court had to address was whether the Synergy Alliance Agreement was fair and reasonable to the company's members and creditors. The court also needed to determine if the agreement met the statutory requirements under the Corporations Act 2001 (Cth). In particular, the court examined whether the agreement provided adequate disclosure to the members and creditors, and whether it allowed for an informed decision-making process.

Justice Edelman held that the Synergy Alliance Agreement was fair and reasonable. The court found that the disclosure provided to the members and creditors was adequate, and that the process of approving the agreement was fair. The judge also concluded that the agreement met all statutory requirements under the Corporations Act 2001 (Cth). Consequently, the court approved the Synergy Alliance Agreement.

In summary, the Federal Court of Australia granted approval of the Synergy Alliance Agreement 2013. The court found that the agreement was fair and reasonable to the members and creditors and met the statutory requirements under the Corporations Act 2001 (Cth). The approval allows for the merger of UGL Engineering Pty Ltd and Synergy to proceed as per the terms outlined in the agreement.

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established