Compex Computer Solutions Pty Ltd, Re [1990] QSC 241

IN THE SUPREME COURT OF QUEENSLAND O.S. No. 538 of 1990 IN THE MATTER of The Companies (Queensland) Code IN THE MATTER of COMPEX COMPUTER SOLUTIONS PTY. LTD. (formerly known as ASHDOWN COMPUTER SOLUTIONS PTY. LTD. EXTEMPORE REASONS: SENIOR MASTER HORTON Q.C. Delivered the Twenty-sixth day of July, 1990 This is an application by Bull HN Information Systems Australia Pty. Ltd. for the appointment of a provisional liquidator to the company Compex Computer Solutions Pty. Ltd. Up until the 29th June, 1990, the company traded as Ashdown Computer Solutions Pty. Ltd. and on that day it changed its name to Compex Computer Solutions Pty. Ltd. Curiously enough on 24th July, 1990 a search of the Corporate Affairs records revealed that Mr. Charles Clifford Ashdown and Mr. Clive Ronald Ashdown were the Directors of Ashdown Enterprises (Wholesale) Pty. Ltd. which in itself is a major creditor of the present company to the extent of $200,000. That it is the largest creditor of the subject company is beyond dispute. This date of 29th June, 1990 is a significant one as on 27th June, 1990 the applicant served a s. 364 notice on Ashdown Computer Solutions Pty. Ltd. A search of the Corporate Affairs office shows that the directorate of the subject company Compex Computer Solutions Pty. Ltd. (formerly known as Ashdown Computer Solutions Pty. Ltd.) comprises of Charles Clifford Ashdown, Clive Ronald Ashdown and Michael John Hatfield. Hence, we are left with a situation where a company some two days after it is served with a 364 notice changes its name to an entirely different name and then -- 1 of 2 -- l sets about after service of the 364 notice to institute a members voluntary winding-up calling both meetings of the company and meetings of the creditors tomorrow. It is clear that the company is hopelessly insolvent. It is equally clear that when one looks at the creditors that a company which has both Mr. Ashdowns as directors in common with the subject company is the principal creditor of the subject company and this creditor company rejoices in a name curiously similar to what the subject company previously enjoyed. As I have said the company is hopelessly insolvent and it may well be that the principal asset of the subject company is any goodwill that attaches to the name. The present situation would be that it would be very easy for both Mr. Ashdowns as directors of the creditor company to be the unconscious recipients through their company Ashdown Enterprises (Wholesale) Pty. Ltd. of the goodwill attaching to the subject company. Hence in my view it is essential that this fragile asset be preserved in the hands of an independent person pending the winding-up company and I propose to appoint a provisional liquidator. -- 2 of 2 --