CBP Centre v VCH Holdings

"A company which cannot pay a debt of $2.4 million when it falls due is, prima facie, insolvent, regardless of the value of its assets." — Palmer J at [179]-[180]

"There is a difference between 'temporary illiquidity' and 'an endemic shortage of working capital whereby liquidity can only be restored by a successful outcome of business ventures in which the existing working capital has been deployed.'" — On distinguishing temporary vs endemic insolvency

"The requirements for a Mareva order are: (1) A good arguable case on an accrued or prospective cause of action; (2) A danger that assets will be removed or dissipated so as to frustrate enforcement; (3) Assets within the jurisdiction; (4) Balance of convenience favoring the plaintiff." — Gleeson CJ at 325-326

"A prima facie case of fraudulent misappropriation of assets or serious wrongdoing readily supports the inference that the respondent would not preserve its assets... Where a defendant was there alleged to have fraudulently misappropriated a large amount of money, comprising the bulk of his or her assets, it may be reasonable for the court to infer that 'he is not the sort of person who would, unless restrained, preserve his assets intact.'" — Gleeson CJ at 321-322

"The systematic backdating of corporate records is powerful evidence of improper conduct. Where such backdating has the effect of creating a paper trail that obscures the timing of transactions, it supports an inference that the transactions were designed to defeat creditors." — White J at [156]

"The Mareva jurisdiction extends to assets held by third parties where... the third party holds, is using, or has exercised or is exercising a power of disposition over, or is otherwise in possession of, assets... of the judgment debtor or potential judgment debtor." — Gaudron, McHugh, Gummow and Callinan JJ at [53]-[57]

"The affairs of the actual or potential judgment debtor and the non-party are closely intermingled and that the actual or potential judgment creditor has a vested or accrued cause of action against the non-party." — On the "intermingled affairs" test

"Where a party evinces an intention no longer to be bound by the contract... the innocent party is entitled to treat the breach as a repudiation... A party need not wait until the due date for performance if the other party has made clear it will not perform." — Mason CJ at 416

"The court has inherent equitable jurisdiction to appoint a receiver... where it is just and convenient to do so... This jurisdiction exists independently of any contractual right." — Street CJ at 309

"The meaning of the terms of a commercial contract is to be determined by what a reasonable businessperson would have understood those terms to mean... having regard to the commercial purpose or objects to be secured by the contract." — French CJ, Hayne, Crennan and Kiefel JJ at [35]

"A pattern of transactions to related parties, particularly where these occur in the period leading up to insolvency, calls for explanation. In the absence of a credible commercial rationale, the inference that such transactions were designed to place assets beyond the reach of creditors is available." — Giles JA at [125]