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Federal Court of Australia FEDERAL COURT OF AUSTRALIA Australian Securities and Investments Commission v ActiveSuper Pty Ltd (No 2) [2013] FCA 234 Citation: Australian Securities and Investments Commission v ActiveSuper Pty Ltd (No 2) [2013] FCA 234 Parties: AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION v ACTIVESUPER PTY LTD (ACN 125 423 574), ACN 143 832 053 PTY LTD (ACN 143 832 053), JASON GRANT BURROWS, JUSTIN LUKE GIBSON, U.S. REALTY INVESTMENTS #1, LLC (L-1666059-6), U.S. REALTY INVESTMENTS #2, LLC (L-1666058-5), U.S. REALTY INVESTMENTS #3, LLC (L- 1668734- 4), U.S. REALTY INVESTMENTS #4, LLC (L- 1668736-6), SYNDICATED PROPERTY GROUP LTD (BVI COMPANY NUMBER 1678711), WORLDWIDE PROPERTY OPPORTUNITIES LTD (BVI COMPANY NUMBER 1678279), CAYCO MANAGEMENT (REGISTRATION NUMBER CR- 265977), MOGS PTY LTD (ACN 136 499 360), JEFFREY GEORGE, GRAEME SYDNEY STONEHOUSE, MARINA ULRIKA LOVISA GORE, MARK GORDON ADAMSON and CRAIG KIRRIN GORE File number: VID 426 of 2012 Judge: GORDON J Date of judgment: 19 March 2013 Catchwords: CORPORATIONS – application to appoint provisional liquidator – discretionary considerations for appointment of provisional liquidator – whether appropriate to appoint a provisional liquidator to a trustee company – company automatically removed as trustee Legislation: Corporations Act 2001 (Cth) Trusts Act 1973 (Qld) Cases cited: Allstate Exploration NL v Batepro Australia Pty Ltd [2004] NSWSC 261 Australian Securities Commission v AS Nominees Limited (1995) 62 FCR 504 Australian Securities Commission v Solomon (1996) 19 - 2 - ACSR 73 Australian Securities and Investments Commission v ActiveSuper Pty Ltd (No 1) [2012] FCA 1519 Australian Securities and Investments Commission v ABC Fund Managers (2001) 39 ACSR 443 Australian Securities and Investments Commission v Chase Capital Management Pty Ltd (2001) 36 ACSR 778 Australian Securities and Investments Commission v Finchley Central Funds Management Ltd [2009] FCA 1110 Australian Securities and Investments Commission v Global SDR Technologies Pty Ltd (2004) 51 ACSR 42 Australian Securities and Investments Commission v International Unity Insurance Pty Ltd (2004) 22 ACLC 1416 Australian Securities and Investments Commission, in the matter of Bennett Street Developments Pty Ltd v Weerappah (No 2) [2009] FCA 249 Australian Securities and Investment Commission v Kingsley Brown Properties Pty Ltd [2005] VSC 506 Australian Securities and Investments Commission v Tax Returns Australia Dot Com Pty Ltd [2010] FCA 715 Brylyn No 2 Pty Ltd; Re (1987) 12 ACLR 697 Constantinidis v JGL Trading Pty Ltd (1995) 17 ACSR 625 Denilikoon Nominees (No 2) Pty Ltd: Re (1981) 6 ACLR 262 Earth Loop Pty Ltd v AIAN Investments Pty Ltd [2008] NSWSC 1042 Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 Emmacourt Pty Limited v Jewels of Australia Pty Limited [2007] FCA 1483 Galanopoulos v Moustafa [2010] VSC 380 Huntford Pty Ltd; Re (1993) 12 ACSR 274 Kizquari Pty Ltd v Prestoo Pty Ltd (1993) 10 ACSR 606 Loch v John Blackwood Ltd [1924] AC 783 Lubavitch Mazal Pty Ltd v Yeshiva Properties No 1 Pty Ltd (2003) 47 ACSR 197 New Cap Reinsurance Corporation Holdings Ltd; Re (1999) 32 ACSR 234 Nilant v RL & KW Nominees Pty Ltd [2007] WASC 105 Riviana (Aust) Pty Ltd v Laospac Trading Pty Ltd (1986) 10 ACLR 865 Telfer v Astarra Securities Pty Ltd [2010] NSWSC 682 Tickle v Crest Insurance Co of Australia Ltd (1984) 2 ACLC 493 Yellowrock Pty Ltd v Eastgate Properties Pty Ltd [2004] QSC 214 Zempilas v J N Taylor Holdings Ltd (No 2) (1990) 3 ACSR 518 - 3 - Date of hearing: 26 February 2013 Date of last submissions: 15 March 2013 Place: Melbourne Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 56 Counsel for the Plaintiff: Mr N O’Bryan SC, Mr J Moore and Ms C van Proctor Solicitor for the Plaintiff: Australian Securities and Investments Commission Counsel for the Twelfth, Mr M Robins SC with Mr N Kirby Fourteenth and Fifteenth Defendants: Solicitor for the Twelfth, Clamenz Evans Ellis Lawyers Fourteenth and Fifteenth Defendants: IN THE FEDERAL COURT OF AUSTRALIA VICTORIA DISTRICT REGISTRY GENERAL DIVISION VID 426 of 2012 BETWEEN: AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION Plaintiff AND: ACTIVESUPER PTY LTD (ACN 125 423 574) First Defendant ACN 143 832 053 PTY LTD (ACN 143 832 053) Second Defendant JASON GRANT BURROWS Third Defendant JUSTIN LUKE GIBSON Fourth Defendant U.S. REALTY INVESTMENTS #1, LLC (L-1666059-6) Fifth Defendant U.S. REALTY INVESTMENTS #2, LLC (L-1666058-5) Sixth Defendant U.S. REALTY INVESTMENTS #3, LLC (L- 1668734-4) Seventh Defendant U.S. REALTY INVESTMENTS #4, LLC (L- 1668736-6) Eighth Defendant SYNDICATED PROPERTY GROUP LTD (BVI COMPANY NUMBER 1678711) Ninth Defendant WORLDWIDE PROPERTY OPPORTUNITIES LTD (BVI COMPANY NUMBER 1678279) Tenth Defendant CAYCO MANAGEMENT (REGISTRATION NUMBER CR- 265977) Eleventh Defendant MOGS PTY LTD (ACN 136 499 360) Twelfth Defendant JEFFREY GEORGE Thirteenth Defendant - 2 - GRAEME SYDNEY STONEHOUSE Fourteenth Defendant MARINA ULRIKA LOVISA GORE Fifteenth Defendant MARK GORDON ADAMSON Sixteenth Defendant CRAIG KIRRIN GORE Seventeenth Defendant JUDGE: GORDON J DATE OF ORDER: 19 MARCH 2013 WHERE MADE: MELBOURNE THE COURT ORDERS THAT: 1. Pursuant to s 472(2) of the Corporations Act 2001 (Cth) (the Act), Michael Gerard McCann and Graham Robert Killer, of c/- Grant Thornton, Ground Floor, 102 Adelaide Street, Brisbane in the State of Queensland be appointed as joint and several provisional liquidators to the twelfth defendant, MOGS Pty Ltd (ACN 136 499 360) (the provisional liquidators). 2. The provisional liquidators have the following powers: (a) to enter into possession and take control of all assets (including money) of the twelfth defendant, including all assets of the twelfth defendant used in or relating to its operations, together with all books, records, computers, computer disks, and any other papers or records relating thereto; (b) to deal with any monies held by or on behalf of the twelfth defendant or its officers, employees or agents or any of them, being monies received in relation to or employed in the twelfth defendant’s operations; (c) to operate and inspect any account at any bank or other financial institution being an account operated by the twelfth defendant or its officers, employees or agents or any of them and to withdraw any such monies and to pay any such monies into an account or accounts opened or maintained by or for the provisional liquidators; - 3 - (d) to appoint a solicitor, accountant or other professionally qualified person either within or outside Australia to assist the provisional liquidators; (e) to delegate to their partners, employees and agents whether within or outside Australia any business or matter that the provisional liquidators are unable to do themselves or that can be done more conveniently by those others; (f) to receive any monies due to the twelfth defendant relating to its operations; (g) to compromise any calls, liabilities to calls, liabilities capable of resulting in debts and any claims (present or future, certain or contingent, ascertained or sounding only in damages) subsisting or supposed to subsist between the twelfth defendant and a contributory or other debtor or person apprehending liability to the twelfth defendant, and all question in any way relating to or affecting the property of the twelfth defendant, on such terms as are agreed, and take any security for the discharge of, and give complete discharge in respect of, any such call, debt, liability or claim; (h) for the purposes of maintaining and securing the assets of the twelfth defendant, to: (i) pay any expense, including for the purposes of insurance; (ii) execute any document; (iii) bring or defend any proceeding; (iv) to carry on business; (v) to obtain credit; and/or (vi) do any other act or thing, in the name of or on behalf of the twelfth defendant, its officers, employees or agents or any of them; (i) to make any application to any court or regulatory agency for the purposes of exercising the powers in (a) to (h) above; (j) to apply for further orders, including the power to realise the assets and pay the liabilities of the twelfth defendant, and to seek directions as to the disposition of any remaining proceeds; and (k) to receive remuneration on a time basis within the scale of charges approved by the Court, such remuneration to be paid from the proceeds of the winding up. - 4 - 3. The provisional liquidators shall, within 45 days of their appointment, provide to the Court and to the plaintiff a report as to the provisional liquidation of the twelfth defendant, including: (a) the identification of the assets and liabilities of the twelfth defendant; (b) an opinion as to the solvency of the twelfth defendant; (c) the likely return to creditors of the twelfth defendant; (d) any other information necessary to enable the financial position of the twelfth defendant to be assessed; and (e) any suspected contravention of the Act by the any directors and or officers of the twelfth defendant. 4. Pending the final determination of the proceeding or until further order, the fourteenth and fifteenth defendants (whether by themselves, their agents or howsoever otherwise) be restrained, directly, or indirectly, from exercising or purporting to exercise any power whether under cll 28 and 32 of the MOGS Unit Trust Deed between the twelfth defendant and Goreco Pty Ltd dated 1 January 2011 (the Trust Deed), or otherwise, to appoint a new trustee, or a co-trustee to the MOGS Unit Trust, or to amend the Trust Deed. 5. The application by the plaintiff for the leave to amend its interlocutory application dated 10 December 2012 be adjourned to a date to be fixed. 6. The interlocutory application filed on behalf of the 12th, 14th and 15th Defendants on 10 December 2012 be dismissed. 7. Liberty to apply. 8. Costs reserved. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011 (Cth).
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