McGregor v Smith as joint and several administrator of Bayview Health - Matilda Bay Pharmacy Pty Ltd (Subject to Deed of Company Arrangement) [No 2] [2026] WASC 421 — Corporations & Deed Of Company Arrangement — Barrister AI
McGregor v Smith as joint and several administrator of Bayview Health - Matilda Bay Pharmacy Pty Ltd (Subject to Deed of Company Arrangement) [No 2]
Where deed of company arrangement and various transaction documents (including management deed) entered into between plaintiffs (respondents) and defendants (applicants)
Whether respondents validly terminated management deed for convenience
Quick Take
1On the proper construction of a DOCA, a proponent who has undertaken to manage the company's business cannot voluntarily cease that management and then rely on that cessation as a 'Termination Event' entitling it to terminate the DOCA — the principle from Gange v Sullivan applies such that non-fulfilment of a condition renders the arrangement voidable, not void, preventing a party from gaining advantage from its own conduct in securing non-fulfilment.
2A notice purporting to terminate a management deed on the basis that the proponents 'no longer wish to conduct the Management Services' is invalid where the evidence establishes only that the proponents no longer wish to provide services under the terms of the management deed, rather than that they no longer wish to provide the services at all — particularly where the proponents recently agreed to extend the transaction timeline.
3Where a DOCA and associated transaction documents (including a management deed) are interdependent, the DOCA sets out the parties' obligations and the transaction documents regulate the manner of performance; the management deed does not override the DOCA merely because the DOCA states the proponents' management role is 'subject to' the management deed.
