Proctor : May 2018
20 PROCTOR | May 2018 A proper approach to winding up Asia Pacific Joint Mining Pty Ltd v Allways Resources Holdings Pty Ltd  QCA 048 The Court of Appeal has handed down its decision in an important case for insolvency practitioners, Asia Pacific Joint Mining Pty Ltd v Allways Resources Holdings Pty Ltd  QCA 048. The case concerned an application for orders under s233 or s461 of the Corporations Act 2001 (Cth). In that application it was claimed that Asia Pacific Joint Mining (the respondent to the application and the appellant), which was a majority shareholder in a company called Samgris Resources Pty Ltd, had conducted the affairs of Samgris in a manner that contravened s232 and s461 of the Act. The trial judge upheld the claims and in doing so held that the relationship between the appellant and the respondents, as shareholders of Samgris, should be characterised as a “quasi-partnership” or “a majority controlled business requiring mutual cooperation and a level of trust”. 1 Against that backdrop, his Honour found that the relationship had irretrievably broken down, that the appellant’s conduct had contravened s232, and that the respondents were entitled to relief under both s233 and s461.2 It was ordered that the company be wound up. The appeal did not raise any challenge to the trial judge’s findings. Rather, the appellant argued that his Honour erred in determining that the appropriate relief was a winding-up order, rather than an order that the appellant buy the respondents’ shares in Samgris at a price to be determined by the court. In doing so, it was argued, the trial judge had erred in the construction of s467(4) and in his consideration of the interaction between ss232, 233 and 467(4).