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Cant v Mad Brothers Earthmoving Pty Ltd [2020] VSCA 198

CORPORATIONS
Victorian Court of Appeal
Judge(s): 
Beach, McLeish and Hargrave JJA
Parties: 

Cant, Anthony Robert (in his capacity as liquidator of Eliana Construction and Developing Group P/L (in liquidation)) & Eliana Construction and Developing Group P/L (in liquidation) (ACN 132 817 362) v Mad Brothers Earthmoving P/L (ACN 122 889 007)

Judgment Date: 
5 August 2020
Catchwords: 

CORPORATIONS - External administration - Voidable transactions - Whether payment to creditor by related company to debtor company an unfair preference - Whether debtor company a party to transaction between related company and debtor company's creditor - 'Transaction' encompasses interrelated or composite dealings, including authorisation or ratification of third party payment - Whether payment to creditor by related company a payment 'from' the debtor company - Payment 'from the company' must be from money or assets to which debtor company entitled, and have effect of diminishing assets of company available to creditors - Impugned payment involving no diminution of debtor company's assets - Payment not 'from the company' - Ramsay v National Australia Bank Ltd [1989] VR 59, Sheahan v Carrier Air Conditioning Pty Ltd (1997) 189 CLR 407, Burness v Supaproducts Pty Ltd (2009) 259 ALR 339, Re Emanuel (No 14) Pty Ltd (in liq); Macks v Blacklaw & Shadforth Pty Ltd (1997) 147 ALR 281, Re Evolvebuilt Pty Ltd [2017] NSWSC 901, Hosking v Extend N Build Pty Ltd (2018) 357 ALR 795, considered - Corporations Act 2001 (Cth) ss 588FA(1), 588FE(2), 588FF(1), Bankruptcy Act 1966 (Cth) s 122 - Appeal dismissed.

CORPORATIONS - External administration - Voidable transactions - Unfair preferences - Good faith - Whether reasonable person in position of creditor had no reasonable grounds for suspecting debtor company insolvent - White v ACN 153 152 731 Pty Ltd (in liq) (2018) 53 WAR 234, Queensland Quarry Group Pty Ltd (in liq) v Cosgrove [2019] QCA 220, applied - Corporations Act 2001 (Cth) s 588FG(2).

WORDS AND PHRASES - 'transaction' - 'from the company' - 'by the company'.

Citation: