Surber & Anor v Lean & Ors

[2000] WASCA 380

Western Australia Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Corporations
2. › Voluntary administration
3. › Deed of company arrangement
4. › Variation of deed by creditors
5. › Whether consent of deed administrator required for variation under s 445A
6. › Whether deed is a contract between administrator and company
7. › Corporations Law (Cth), ss 444A, 444B, 445A, 445G
1. Corporations
2. › Voluntary administration
3. › Deed of company arrangement
4. › Standing to challenge variation
5. › Whether administrator is creditor under s 445B
6. › Standing under s 445G(1) and s 447D
7. › Corporations Law (Cth), ss 445B, 445G, 447D
1. Corporations
2. › Voluntary administration
3. › Deed of company arrangement
4. › Nature of deed
5. › Whether deed of company arrangement is a contract
6. › Whether deed must be executed as a deed at common law
7. › Corporations Law (Cth), ss 444B, 444G

Quick Take

A variation of a deed of company arrangement by creditors' resolution under s 445A of the Corporations Law requires the consent of the deed's administrator, by necessary implication from the contractual nature of the deed and the statutory scheme. The administrator of a deed has standing to challenge a variation under s 445G(1) and s 447D without needing to establish standing as a creditor under s 445B. However, Kennedy J dissented, holding s 445A should be given effect in its terms without implying a consent requirement.