Gas Industry (Residual Provisions) (Amendment) Act 2002

i Gas Industry (Residual Provisions) (Amendment) Act 2002 Act No. 51/2002 TABLE OF PROVISIONS Section Page 1. Purpose 1 2. Commencement 1 3. New Part 14 inserted 2 PART 14—TRANSFER OF CERTAIN PROPERTY OF GASCOR 2 116. Definitions 2 117. Purpose of Part 5 118. Nomination of transferee 6 119. Transfer of Longford assets and Longford liabilities 6 120. Assets and liabilities to vest subject to encumbrances 6 121. Certificate of chief executive officer 6 122. Substitution of party to agreement 7 123. GASCOR instruments 8 124. Longford proceedings 8 125. Taxes 8 126. Evidence 9 127. Validity of things done under this Part 9 ═══════════════ ENDNOTES 11 -- 1 of 12 -- 1 Gas Industry (Residual Provisions) (Amendment) Act 2002 † [Assented to 4 November 2002] The Parliament of Victoria enacts as follows: 1. Purpose The main purpose of this Act is to amend the Gas Industry (Residual Provisions) Act 1994 to provide for the transfer of certain property, rights and liabilities of GASCOR. 2. Commencement This Act comes into operation on the day after the day on which it receives the Royal Assent. Victoria No. 51 of 2002 -- 2 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 2 3. New Part 14 inserted After Part 13B of the Gas Industry (Residual Provisions) Act 1994 insert— 'PART 14—TRANSFER OF CERTAIN PROPERTY OF GASCOR 116. Definitions (1) In this Part— "former GASCOR property" means the Longford assets and Longford liabilities that, under section 119, have vested in, or become liabilities of, the transferee; "GASCOR" means GASCOR Pty Ltd ACN 085 262 773; "GASCOR contractual rights" means the rights of GASCOR arising out of or under— (a) any contract of insurance entered into by GASCOR on or before 10 December 1999 that includes public liability or professional indemnity insurance; or (b) any chose in action, indemnity, remedy, right of compensation or other right in respect of Longford liabilities under any contract; or (c) any contract under which GASCOR has retained a legal practitioner or firm of legal practitioners to provide legal services in connection with the Longford proceedings; s. 3 -- 3 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 3 "GASCOR instrument" means an instrument (including a legislative instrument other than this Part) subsisting immediately before the relevant date in relation to GASCOR— (a) to which GASCOR was a party; or (b) that was given to or in favour of GASCOR; or (c) that refers to GASCOR; or (d) under which— (i) money is, or may become payable to or by GASCOR; or (ii) other property is to be, or may become liable to be, transferred to or by GASCOR; "Longford assets" means— (a) GASCOR contractual rights; and (b) other Longford rights; and (c) all documents and records in the possession, custody or control of GASCOR relating to the Longford proceedings; "Longford liabilities" means any liabilities of GASCOR arising out of or in connection with— (a) the Longford proceedings; or (b) the fire and explosions that occurred at the gas processing plant at Longford on 25 September 1998; s. 3 -- 4 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 4 "Longford proceedings" means— (a) proceeding No. 5538 of 2001 and proceeding No. 5975 of 2001 in the Supreme Court ("the initial proceedings"); and (b) the claims by Esso Australia Pty Ltd (ACN 000 018 566) and Esso Australia Resources Pty Ltd (ACN 091 829 819) for contribution or indemnity from GASCOR in the Third Party Notice Statement of Claim dated 7 June 2001 in proceeding No. 5538 of 2001 ("the initial third party claims"); and (c) any other proceedings where— (i) a cause of action is the same or substantially similar to a cause of action in the initial proceedings or the initial third party claims; and (ii) the facts, matters and circumstances relied on in the proceedings are similar to the facts, matters and circumstances relied on in the initial proceedings or the initial third party claims; and (d) any appeal from the proceedings referred to in paragraph (a), (b) or (c); s. 3 -- 5 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 5 "other Longford rights" means the rights of GASCOR (other than GASCOR contractual rights)— (a) that arise out of any duty that a fiduciary owes to GASCOR in relation to or in connection with the Longford proceedings; (b) under any Act or law relating to confidentiality or privilege and that arise out of or in connection with the Longford proceedings; (c) to any amount of costs, damages or compensation arising in relation to or in connection with the Longford proceedings; (d) to contribution or indemnity in respect of a Longford liability; "relevant date" means the date fixed by the Minister under sub-section (2) for the purposes of this Part; "transferee" means the person nominated under section 118; (2) The Minister may, by notice published in the Government Gazette, fix the relevant date for the purposes of this Part. 117. Purpose of Part (1) It is the intention of this Part to provide for the transfer as a bundle in one transaction of the whole of the Longford assets and Longford liabilities to a person nominated by the Minister under this Part. (2) This section has effect despite anything to the contrary in section 6 of the Interpretation of Legislation Act 1984. s. 3 -- 6 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 6 118. Nomination of transferee The Minister may by notice in writing to GASCOR nominate a person as the transferee for the purposes of this Part. 119. Transfer of Longford assets and Longford liabilities On the relevant date— (a) the Longford assets vest in the transferee; and (b) the Longford liabilities become liabilities of the transferee. 120. Assets and liabilities to vest subject to encumbrances On the Longford assets and Longford liabilities vesting in or becoming liabilities of the transferee under section 119— (a) the Longford assets so vested are subject to the encumbrances (if any) to which they were subject immediately before so vesting; and (b) the rights to which GASCOR was entitled in respect of the Longford liabilities immediately before they ceased to be liabilities of GASCOR vest in the transferee. 121. Certificate of chief executive officer (1) A certificate signed by the chief executive officer of the transferee certifying that property, rights or liabilities of GASCOR specified in the certificate have been vested in or become liabilities of the transferee under section 119 is, unless revoked under sub-section (2), conclusive evidence— s. 3 -- 7 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 7 (a) that the property, rights or liabilities have been so vested or become liabilities of the transferee; and (b) that the property, rights or liabilities vested in or became the property, rights or liabilities of the transferee on the relevant date. (2) If the Treasurer and the Minister so direct the chief executive officer of the transferee in writing, the chief executive officer must revoke a certificate given under sub- section (1) by issuing another certificate or certificates in place of the first certificate. (3) The chief executive officer of the transferee— (a) must keep a register of certificates issued under this section; and (b) must make the register reasonably available for inspection by GASCOR or any other interested person. 122. Substitution of party to agreement On the rights and liabilities of GASCOR under an agreement vesting in, or becoming liabilities of, the transferee on the relevant date in accordance with section 119— (a) the transferee becomes a party to the agreement in place of GASCOR; and (b) the agreement has effect on and after the relevant date as if the transferee had always been a party to the agreement. s. 3 -- 8 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 8 123. GASCOR instruments Each GASCOR instrument relating to former GASCOR property continues to have effect according to its tenor on and after the relevant date as if a reference in the instrument to GASCOR were a reference to the transferee. 124. Longford proceedings (1) This section applies on the Longford assets and Longford liabilities vesting in or becoming liabilities of the transferee under section 119. (2) If, immediately before the relevant date, any Longford proceedings were pending or existing, then on and after the relevant date— (a) the transferee is substituted for GASCOR as a party to the Longford proceedings; and (b) the transferee has the same rights in the Longford proceedings as GASCOR had; and (c) all things done in the course of the Longford proceedings before the relevant date shall have the same effect in relation to the transferee as they had in relation to GASCOR. 125. Taxes No duty or other tax is chargeable under any Act in respect of anything effected by or done under this Part or in respect of any act or transaction connected with or necessary to be done by reason of this Part. s. 3 -- 9 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 9 126. Evidence (1) Documentary or other evidence that would have been admissible for or against the interests of GASCOR in relation to former GASCOR property if this Part had not been enacted, is admissible for or against the interests of the transferee. (2) Division 3A of Part III of the Evidence Act 1958 continues to apply with respect to the books of account of GASCOR and to entries made in those books of account before the relevant date, whether or not they relate to former GASCOR property. (3) In sub-section (2), "books of account" has the same meaning as in Division 3A of Part III of the Evidence Act 1958. 127. Validity of things done under this Part (1) Nothing effected by this Part or done or suffered under this Part— (a) is to be regarded as placing any person in breach of contract or confidence or as otherwise making any of them guilty of a civil wrong; or (b) is to be regarded as placing any person in breach of or as constituting a default under any Act or other law or any provision in any agreement, arrangement or understanding including, without limiting the generality of the foregoing, any provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or s. 3 -- 10 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 10 (c) is to be regarded as fulfilling any condition which allows a person to exercise a right or remedy in respect of or to terminate any agreement or obligation; or (d) is to be regarded as giving rise to any remedy for a party to a contract or an instrument or as causing or permitting the termination of any contract or instrument because of a change in the beneficial or legal ownership of any asset, right or liability; or (e) is to be regarded as causing any contract or instrument to be void or otherwise unenforceable; or (f) is to be regarded as frustrating any contract; or (g) releases any surety or other obligor wholly or in part from any obligation. (2) The validity of any act or transaction of GASCOR, the transferee or the chief executive officer of the transferee must not be called in question in any proceedings on the ground that any provision of this Part has not been complied with.'. ═══════════════ s. 3 -- 11 of 12 -- Act No. 51/2002 Gas Industry (Residual Provisions) (Amendment) Act 2002 11 ENDNOTES † Minister's second reading speech— Legislative Assembly: 10 October 2002 Legislative Council: 31 October 2002 The long title for the Bill for this Act was "to amend the Gas Industry (Residual Provisions) Act 1994 and for other purposes." Endnotes -- 12 of 12 --