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Insolvent Trading - notes
Company Law (2106AFE)
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Insolvent Trading
(Company Law Notes)
Introduction to sections 588G-588Z
When a company has a liquidity crisis its directors and officers need to take special care in their dealings with those outside the company. Directors need to consider their company's ability to pay all its debts as and when they become due. This is particularly so when the company is in financial difficulty and some form of financial management structure is in place. If a reasonably competent director would conclude that the company lacks that capacity or would lack that capacity after incurring the debt, they should not cause the company to incur further debts.
The relevant provisions of the Corporations Act regulating insolvent trading are contained in sections 588G-Z. Those provisions contain a complete code for the regulation of such trading. Sections 588G-588Z of the Corporations Act are provisions which commenced operation on and from the 23 June 1993. These sections were designed to replace the insolvent trading provisions contained in sections 592-593 of the Corporations Law 1. However, these latter provisions will continue to apply to debts incurred prior to 23 June 1993 in circumstances amounting to insolvent trading.
The duty
Section 588G(1) imposes a duty upon directors to prevent a company from engaging in insolvent trading. The heading to Division 3 of the Corporations Act refers to this duty and this heading is regarded as part of the Corporations Act because of the operation of sec 109D.
Section 588G(1) applies if:
1 It should be noted that sections 592(6) and 593(2) of the
Corporations Act also deals with conduct known as fraudulent trading. These provisions have not been replaced and this means that these parts of sections 592 and 593 are still operative in regards to fraudulent trading notwithstanding that the debts were incurred after the 23 June 1993. However with regards to insolvent trading, a preliminary issue of ascertaining the date the debt was incurred must be made. If debts were incurred after 23 June 1993 in these circumstances sections 588G-588Z will apply. For debts incurred prior to this date in similar circumstances, sections 592(1)-(5),(7),(8), 593(1) and (4)-(8) apply.
(a) the director was a director of the company at the time when the company incurs a debt; and
(b) the company is insolvent at the time of the incurring the debt or becomes insolvent by incurring that debt or by incurring at that time debts including that debt; and
(c) at the time there are reasonable grounds for suspecting the company was insolvent or would become insolvent as a result of the transaction; and
(d) that time is at or after the commencement of this Part, that is 23 June 1993.
Section 588G(3) provides that by failing to prevent the company from incurring the debt, the person will contravene the section if they were aware at the time that there are such grounds for so suspecting or a reasonable person in a like position in a company in the company circumstances would be so aware.
Further, section 588G(3) provides that a person commits an offence if:
(a) the company incurs a debt at a particular time; and
(b) at that time, the person is a director of the company; and
(c) the company is insolvent at that time, or becomes insolvent by incurring that debt, or by incurring at that time debts including that debt; and
(d) the person suspected at the time when the company incurred the debt that the company was insolvent or would become insolvent as a result of incurring that debt or other debts; and
(e) the person’s failure to prevent the company incurring the debt was dishonest.
(a) If either section 588G(2) or (3) is satisfied, then section 588M can be used to enable a creditor to recover compensation for loss resulting from insolvent trading as long as section 588R or section 588S are satisfied.
It should be noted that both those who contravene the section and those "involved in the contravention" (section 79) can be caught.
Relevantly, section 588M provides that if:
do to ensure that he or she would be aware of any insolvency problem. In particular a court might expect the following:
that directors of a large company would ensure that among their number there should be one or more who are talented in the field of corporate financial management;
that directors of a large company should read, be able to understand and seek any necessary clarification of the key financial information put before the board, such as a balance sheet and a profit and loss statement;
that the board ensure that appropriately skilled people are engaged to carry out the company's accounting functions;
that the board would require relevant accounting information to be supplied ahead of regular board meetings at which key financial decisions are to be made, and that, where a significant borrowing is to be undertaken, the management should supply the board with a statement of the company's current financial position as well as the particulars of the way in which the principle, interest and other charges are to be serviced over the anticipated term of the loan;
that the board make arrangements for monitoring the use of any authorisation granted in relation to the use of the company seal, the entering into contracts with financiers or the signing of cheques and bills of exchange; and
where the nature of the business may expose the company to a high risk of sudden liquidity restriction, or the company is known by the director to be in a delicate financial position, that extra care and more rigorous safeguards may be adopted."
Importantly, there is nothing in section 588G which necessitates the winding up of the company as a precondition to activating the section, however it can be argued that the heading to Part 5 (including Part 5 in which sections 588G-588Z is located) of the Corporations Act makes it clear that section 588G is part of particular legislation concerned with the recovery of property or compensation after a winding up has begun. Furthermore some of the sections related to section 588G, such as sections 588M and 588R, reinforce the view that they operate only where the company is being wound up. In contrast, other related sections such as sections 588J and 588K, are not expressed to be contingent upon winding up occurring and it is arguable that these particular sections are not confined to winding up situations.
Taking each of the elements in section 588G(1) in turn, the following can be stated:
(1) Directors
With respect to `directors', section 9 of the Corporations Act provides that a "director" would include any person occupying or acting in the position of director by whatever name called and whether or not validly appointed or authorised and any person in accordance with whose directions or instruc- tions the directors are accustomed to act - so called "defacto" directors. See Taylormaid Marine Industries Pty Ltd v Beaurepaire & Ors (1987) 5 ACLC 253. Further persons dealing with a company can assume that a person is a director in certain situations [sec 129].
The definition may also include alternate directors if called upon to act. See Playcorp Pty Ltd v Shaw & ors (1993) 11 ACLC 641.
(2) Incurring of a “debt”
Another requirement to found a cause of action under section 588G(1) is
proof that "the company incurred a debt." This involves an examination of
two requirements. First, what qualifies as a debt' for the purposes of the section and secondly, what is involved in the incurring' of a debt.
(a) The meaning of `debt'
The meaning of the word “debt” is not defined in the legislation. However it has been interpreted to bear its ordinary technical meaning as something recoverable by an action for debt and thus must be ascertained or capable of being ascertained: Ogden’s Ltd v Weinberg (1906) 95 LT 567; Hussein v Good (1990) 1 ACSR 710. Therefore, a “debt” refers to an obligation for the payment of money or money’s worth and there is authority to suggest that the obligation must be for an ascertained liquidated sum: 3M Australia Pty Ltd v Watt (1984) 9 ACLR 503; Jelin v Johnson (1987) 5 ACLC 463.
In CAC v Shapowloff (1974) CLC 27,964, the defendant, by telephone, allegedly ordered 5,000 shares from a broker on behalf of his company. The terms were that the company would pay for them only when the broker received the scrip. In other words, the liability remained contingent until the scrip was received. The broker obtained these shares in 29 transactions and 29 contract notes were forwarded to the company. The shares were not paid for and the company was wound up. The defendant was charged with knowingly being a party to contracting a debt provable in the winding up of that company having, at the time the debt was contracted, no
not expect the debt would be paid. A debt it was held, 2 meant "what is owed, state of owing something". Here nothing was owed until the delivery of the manufactured garments.
According to Southwell J, Shapowloff was distinguishable from the present case:
"I see some difficulty in drawing an analogy between the particular circumstances surrounding transaction between a purchaser of shares and his agent, the broker, where the creation of a contingent liability can usually be expected to become a present indebtedness very quickly, perhaps upon the same day, and a case where, as in the present case, a trader in goods places an order with a manufacturer in circumstances where any contingent liability, if there was one, would not become a present indebtedness until some months thereafter."
The defendant unsuccessfully argued that the date on which the debt was incurred was November 1987, when the goods were ordered.
In Standard Chartered Bank v Antico (1995) 131 ALR 1 at 57 Hodgson J stated that:
“a company incurs a debt when, by its choice, it does or omit something which, as a matter of substance and commercial reality, renders it liable for a debt which it otherwise would not have been liable.”
Further, in ASIC v Plymin (No 1) (2003) 46 ACSR 126 Mandie J noted at 247:
“the weight of authority shows that a debt can be incurred when the contract giving rise to the debt is entered into, even if contingencies affect the debt or the debt is a future debt. In the case of a future debt, it may be incurred at the time of entering the contract if it is then an ascertained or an ascertainable amount. By the same token, a debt may in appropriate circumstances be incurred within the meaning of the section at a time later than the entry of the contract under which the debt arises or may arise. Although it is necessary to consider the terms of the relevant contract, the question when the debt is incurred within the meaning of this section does not depend on strict legal analysis but turns on when, in substance and commercial reality, the company is exposed to the relevant liability.”
2 (1990) 8 ACLC 390 at 397.
In Australian Securities and Investments Commission v Edwards (2005) 220 ALR 148; 54 ACSR 583; [2005] NSWSC 831 Barrett J stated that incurring, a debt involves any "act, omission or other circumstance which causes the company to owe the debt”.
In Hawkins & ors v Bank of China (1992) 10 ACLC 588, it was held that "debts" can include a contingent liability 3. According to Gleeson CJ:
"Debt' is capable of including a contingent liability. The word was used in that sense in sec 291 of the Companies Act 1961, which referred to debts payable on a contingency'. That expression did not
involve a contradiction in terms. Dictionaries define `debt' as a
liability or obligation to pay or render something. Such a liability may
be conditional as well as present and absolute.
Likewise a contractual obligation to supply goods even after they have been paid for, will not constitute a debt for the purposes of the section. This is because as at the time of the contract all that could be claimed if the goods were not supplied would be an action for damages. "A potential liability for damages does not constitute the incurring of a debt for the purposes of sec 592." 4
In Deputy Commissioner for Corporate Affairs v Abbott & Anor (1980) CLC 34,428 it was held that 5 :
"The word `debts' means something recoverable by an action for debt and nothing can be recovered in an action for debts except that which is ascertained or can be ascertained.; see Ogden's Ltd v Weinberg (1906) 95 L. per Lord Davey at p".
This view was accepted and followed by Master Seaman in Jelin Pty Ltd v Johnstone & Anor (1987) 5 ACLC 463 and it appears that the word is used in its ordinary sense 6 and therefore claims for unliquidated damages 7 and outstanding interest would be excluded 8. In addition taxes which are due and payable and which may even be deemed to be debts owing to the crown are not `debts' for the purposes of section 588G 9. However, claims for outstanding workers compensation premiums are debts within the
3 (1992) 10 ACLC 588 at 595. Kirby P also agreed at 599 with this
conclusion. 4 Reed International Books Australia v King (1993) 11 ACLC 935 at 938. 5 (1980) CLC 34,428 at p 34,430. 6 See 3M Australia Pty Ltd v Watt & Anor; NEC Home Electronics
Australia Pty Ltd v White & Anor (1984) 2 ACLC 621. 7 See Jelin Pty Ltd v Johnstone & Anor (1987) 5 ACLC 463. 8 See BL Lange & Co v Bird (1991) 9 ACLC 1015. 9 See Castrisios v McManus; McManus v Castrisios (1991) 9 ACLC 287.
A similar conclusion was reached in relation to a liability to pay taxation 17.
In Hawkins & ors v Bank of China (1992) 10 ACLC 588 it was held that the giving of guarantee constituted the incurring of a debt. The liability incurred under the guarantee was to pay an already-accrued sum which was a liquidated amount. Even though it was unusual to say that the company may not have incurred a debt at the time when it had given the guarantee, nevertheless according to Gleeson CJ and Sheller JA it was proper to say that the company incurred a debt to the bank at some stage. Their Honours noted:
"[T]hat the words incurs' and debt' are not words of precise and
inflexible denotation. Where they appear in sec 556 they are to be
applied in a practical and commonsense fashion, consistent with the
context and with the statutory purposes."
According to Gleeson CJ 18 :
"the word incurs' takes its meaning from its context and is apt to describe, in an appropriate case, the undertaking of an engagement to pay a sum of money at a future time, even if the engagement is conditional and the amount involved is uncertain. Once it is accepted that debt' may include a contingent debt then there is no obstacle to
the conclusion that, in the present context, a debt may have been
taken to have been incurred when a company entered a contract by
which it subjected itself to a conditional but unavoidable obligation to
pay a sum of money at a future time."
Kirby P adopted a similar view and held 19 that:
"The act of incurring' happens when the corporation so acts as to expose itself contractually to an obligation to make a future payment of a sum of money as a debt. The mere fact that such a sum of money will only be paid upon a future contingency does not make the assumption of the obligation any less incurring' a `debt'."
Associated with ascertaining whether a company has incurred a debt is the concomitant task of being able to specify the particular time when the debt was incurred.
17 See Castrisios v McManus; McManus v Castrisios (1991) 9 ACLC 287
at 296. 18 (1992) 10 ACLC 588 at 595. 19 (1992) 10 ACLC 588 at 598.
In Russell Halpern Nominees Pty Ltd v Martin & Anor 20 , the plaintiff company agreed to lease premises to two other companies. Rent was not received and it was found that immediately before and at the time of entering into the agreement for lease, both tenants were unable to pay their debts as and when they fell due. A writ based upon sec 556 was struck out on the basis that it did not disclose a reasonable cause of action. The Supreme Court by majority, dismissed the appeal.
According to Burt CJ. 21 :
"[W]hatever the expression incurs a debt' might mean, it is clearly descriptive of an act which when done by the company in the stated circumstances exposes a director of the company and a person who took part in the management of the company when the debt was incurred, [sic] when the act was done, to a criminal liability. The incurring of the debt by the company in the stated circumstances is the act which constitutes the offence created by the subsection and that act is done at a particular and identifiable point of time, [sic] when the debt was incurred.' ... To hold otherwise would be to say
that if a company when in all respects financially sound were to enter
into a lease for a term of years and at some time thereafter and for
reasons which could not be anticipated it were to fall on bad times
and be unable to pay its debts, the directors would thereafter and on
every rent day within the remainder of the term be guilty of an
offence for the reason that on the rent day the company `incurs a
debt'. I am unable to accept that".
(3) “Insolvent” at the time of the incurring the debt o r becomes insolvent
The definition of “insolvency” is central to the operation of the insolvent trading provisions. Liability is not triggered under the insolvent trading provisions unless the company was insolvent at the time the particular debt was incurred, or became insolvent by incurring that debt or other debts: section 588G(1)(b).
Prior to 23 June 1993, no statutory definition of insolvency existed. However the Corporations Act now contains section 95A which provides definitions of both solvency and insolvency. Those definitions have been argued 22 as representing:
20 (1986) 4 ACLC 393. 21 (1986) 4 ACLC 393 at 396. 22 Pollard SM., “Fear and Loathing in the Boardroom: Directors
Confront New Insolvent Trading Provisions” (1994) 22 ABLR 392.
Bank Ltd (1986) 4 ACLC 400 at 405; Norfolk Plumbing Supplies Pty Ltd v Commonwealth Bank of Australia (1992) 6 ACSR 61 at 615.
It appears to be the case that the Courts, prior to the enactment of section 95A of the Corporations Act were heavily in support of the view that the requirement that a debtor be able to pay “from his own money” in order to demonstrate solvency excluded from consideration the debtor’s ability to obtain unsecured loans.
The Exposure Draft Bill of the Corporate Law Reform Bill (Cth) published in February 1992, in the clause that ultimately became section 95A, defined insolvency as a debtor’s inability to pay his or her debts as they became due and payable “from his or her own money”. In the light of that, Palmer J noted in Lewis v Doran (2004) 50 ACSR 175 at 193-194, “it is legitimate to assume that the inclusion of those words was intended to convey that the case law which had developed around those words in prior insolvency legislation was to continue to be applicable”. However, when the Bill became law, the words “from his or her own money” were dropped and no explanation of why those words were omitted from section 95A as enacted is to be found in the Harmer Report or in the Explanatory Memorandum.
In Southern Cross Interiors Pty Ltd (in liq) v Deputy Commissioner of Taxation , (2001) 39 ACSR 305; (2001) 53 NSWLR 213 at [54] Palmer J summarised the law in this area by setting out the following principles 23 :
“i) whether or not a company is insolvent for the purposes of CA ss, 459B, 588FC or 588G(1)(b) is a question of fact to be ascertained from a consideration of the company’s financial position taken as a whole: Sandell v Porter, Pegulan Floor Coverings Pty Ltd v Carter (1997) 24 ACSR 651 and Powell v Fryer;
ii) in considering the company’s financial position as a whole, the Court must have regard to commercial realities. Commercial realities will be relevant in considering what resources are available to the company to meet its liabilities as they fall due, whether resources other than cash are realisable by sale or borrowing upon security, and when such realisations are achievable: Sandell v. Porter, Taylor v. ANZ, Newark and Sheahan v. Hertz.
iii) in assessing whether a company’s position as a whole reveals surmountable temporary illiquidity or insurmountable
23 Although Palmer J’s decision in that case was overturned on appeal,
it was done so on grounds not impacting on the statements quoted.
endemic illiquidity resulting in insolvency, it is proper to have regard to the commercial reality that, in normal circumstances, creditors will not always insist on payment strictly in accordance with their terms of trade but that does not result in the company thereby having a cash or credit resource which can be taken into account in determining solvency: Bank of Australasia v. Hall [1907] HCA 78; (1907) 4 CLR 1514, at 1528; Norfolk Plumbing at 615; Taylor v ANZ at 784; Guthrie v. Radio Frequency Systems Pty Ltd (2000) 34 ACSR 572, at 575;
iv) the commercial reality that creditors will normally allow some latitude in time for payment of their debts does not, in itself, warrant a conclusion that the debts are not payable at the times contractually stipulated and have become debts payable only upon demand: Antico at 331; Hall v Aust-Amec (supra); Melbase (supra) at 199; Carrier (supra) at 253; Cuthbertson & Richards Sawmills Pty Ltd v Thomas (supra) at 320; Lee Kong (supra) at 112;
v) in assessing solvency, the Court acts upon the basis that a contract debt is payable at the time stipulated for payment in the contract unless there is evidence, proving to the Court’s satisfaction, that:
there has been an express or implied agreement between the company and the creditor for an extension of the time stipulated for payment; or
there is a course of conduct between the company and the creditor sufficient to give rise to an estoppel preventing the creditor from relying upon the stipulated time for payment; or
there has been a well established and recognised course of conduct in the industry in which the company operates, or as between the company and its creditors as a body, whereby debts are payable at a time other than that stipulated in the creditors’ terms of trade or are payable only on demand:
vi) it is for the party asserting that a company’s contract debts are not payable at the times contractually stipulated to make good that assertion by satisfactory evidence: Powell v Fryer (supra) at 600; Melbase (supra); Cuthbertson & Richards Sawmills Pty Ltd v Thomas (supra).”
matter that the resource is an unsecured borrowing or a voluntary extension of credit by another party.”
Therefore it is the case that all cash resources available to a company including credit resources are to be taken into account when assessing solvency: See Metropolitan Fire Systems Pty Ltd v Miller (1997) 23 ACSR 699. This would include promises of financial support: see Dunn v Shapowloff [1978] 2 NSWLR 235 and should include unsecured borrowings or voluntary extensions of credit. It could also be argued that it would include the anticipated proceeds of a fully underwritten equity raising.
It is to be noted however that the "commercial realities approach" appears to carry greater weight in New South Wales than it does in other states: see Emanuel Management Pty Ltd v Foster's Brewing Group Ltd (2003) 178 FLR 1, [2003] QSC 205; Powell v Fryer (2001) 159 FLR 433; 37 ACSR 589; [2001] SASC 59.
The test of insolvency in section 95A is directed towards paying all its debts as and when they become due and payable. The inquiry under section 95A, and consequently the inquiry under section 588G(1)(b), concerns the company’s ability to discharge all its debts rather than merely particular debts, on their respective dates of payment, at the time when a particular debt is incurred. It is therefore the case that liability can be established under section 588G(1)(b) without reference to the particular debt incurred if, at the time the particular debt was incurred, the company was unable to pay other debts.
In Fliway transport Pty Ltd v Soper (1988) 21 NSWLR 19; 14 ACLR 690; 7 ACLC 129, it was held that for a debt to fall due it must at least be recoverable by legal action and, it would appear, that mere inaction by a creditor in enforcing its rights against a debtor is not usually influence whether or not the debt has become due: Pioneer Concrete Ltd v Ellston (1985) 10 ACLR 289 at 301. However, if the creditor has allowed, or created a reasonable expectation for a period of grace for repayment, this may impact upon the determination of whether the debt has become due: Re Newark Pty Ltd (in liq) [1993] 1 Qd R 409 and therefore impact upon the debtor company’s insolvency. Thus it may be permissible to take into account a course of dealing between the parties: see also Manpac Industries Pty Ltd v Ceccattini (2002) 20 ACLC 1304; See also Southern Cross interiors Pty Ltd (in liq) v Deputy Commissioner of Taxation , (2001) 39 ACSR 305; (2001) 53 NSWLR 213.
Further, the inclusion of the words “as they become due” also indicates that insolvency must be determined with reference to a consideration of the company’s position over a period of time and not a particular instance: Re Universal Management Ltd (in liq) (1981) NZCLC 95-026. A temporary lack of liquidity does not always mean that the company is
insolvent: see Hymix Concrete v Garrity (1977) 13 ALR 321. The Courts have recognized that the ability of the company to procure funding from other sources to meet its liabilities can be taken into account to determine that the company is in fact solvent. However the authorities suggest that directors will need to prove that there was a legitimate basis for the belief that funds would become available.
In ASIC v Plymin (No 1) (2003) 46 ACSR at 386 a number of common indicators of insolvency were identified including the following:
(a) Continuing losses;
(b)Liquidity ratios below 1;
(c) Overdue Commonwealth and State taxes;
(d) Poor relationship with primary bank, including inability to borrow further funds;
(e) No access to alternative finance;
(f) Inability to raise further equity capital;
(g) Suppliers placing the company on cash- on-demand terms, or otherwise demanding special payments before resuming supply;
(h) Creditors unpaid outside trading terms;
(i) Issuing of post-dated cheques;
(j) Dishonoured cheques;
(k) Special arrangements with selected creditors;
(l) Solicitor’s letters, summonses, judgments or warrants issued against the company;
(m) Payments to creditors of rounded sums which are not reconcilable to specific invoices;
(n) Inability to produce timely and accurate financial information to display the company’s trading performance and financial position, and make reliable forecasts.
(a) Rebuttable presumptions of insolvency
(b) it is proved, or because of subsection (4) or (8) it must be presumed, that the company was insolvent at a particular time during the 12 months ending on the relation-back day (bold added);
it must be presumed that the company was insolvent throughout the period beginning at that time and ending on that day.
(4) Subject to subsections (5) to (7), if it is proved that the company:
(a) has failed to keep financial records in relation to a period as required by subsection 286(1); or
(b) has failed to retain financial records in relation to a period for the 7 years required by subsection 286(2);
The company is to be presumed to have been insolvent throughout the period.
(5) ...
(6) ...
(7) ...
(8) ...
(9) A presumption for which this section provides operates except so far as the contrary is proved that the purposes of the preceding concerned.
Section 9 of the Corporations Act defines "relation-back day", (referred to above in section 588(3)(b)) in relation to a winding up of a company or Part 5 body, as meaning:
(a) if, because of Division 1A of Part 5, the winding up is taken to have begun on the day when an order that the company or body be wound up was made - the day on which the application for the order was filed; or (b) otherwise - the day on which the winding up is taken because of Division 1A of Part 5 to have begun.
Division 1A of Part 5 of the Corporations Act sets out when a winding up is taken to begin. Section 513A within that Division deals with a winding up ordered by the Court under sections 233, 459A, 459B or 461. Section
513B within that Division however deals with a voluntary winding up and relevantly provides that where a company resolves by special resolution that it be wound up voluntarily, the winding up is taken to have begun or commenced:
“if, immediately before the resolution was passed, the company was under administration – on the section 513C day in relation to the administration.” (underlining added) (section 513B(b))
The “section 513C day” in relation to an administration of a company is the day on which the administration begins (see section 513C(b)). Therefore, under the presumption in section 588E(3), where it is proved that a company which is being wound up was insolvent at a particular time during the 12 months prior to the relation-back day, it is presumed that the company was insolvent from that time until the relation-back day.
(b) Reasonable grounds to suspect insolvency
Section 588G(1)(c) provides that a director of an insolvent company is exposed to liability for insolvent trading if, at the time the debts are incurred:
“... there are reasonable grounds for suspecting that the company is insolvent or would so become insolvent .”
The test described by section 588G(1)(c) is an objective one (Powell v Fryer (2001) 37 ACSR 589, at [76]-[77]) per Olsson J (with whom Duggan and Williams JJ agreed):
“... the state of knowledge of a particular director and any assessment which he may have made as to the ability of the company to pay its debts is irrelevant. The court must make its own judgment on the basis of facts as they existed at the relevant time and without the benefit of hindsight.
By reason of section 588G(2)(b) it is sufficient that a reasonable person in a like position in a company in the company's circumstances would be so aware. Regard is to be had to the facts and circumstances that the director ought to have known, as well as to the facts and circumstances that were actually known to him: Credit Corp Australia Pty Ltd v Atkins (1999) 30 ACSR 727 at 769.”
See also Hall v Poolman (2008) 65 ACSR 123 and Metropolitan Fire Systems Pty Ltd v Miller (1997) 23 ACSR 699; [1997] FCA 399.
According to Kitto J in Queensland Bacon Pty Ltd v Rees (1966) 115 CLR 266; 40 ALJR 13 at 303:
Insolvent Trading - notes
Course: Company Law (2106AFE)
University: Griffith University
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