This matter was transferred from the District Court in 2020 in consequence of certain jurisdictional issues being raised on the pleadings. The matter raised on the pleadings issues of debt, issues concerning the calling of meetings under the relevant Rules of the Association, the validity of a general meeting together with the validity of certain expulsion related resolutions which were passed at that meeting, uncommercial conduct and unconscionability. Trust claims in the context of a discretionary trust were also made in circumstances where it had been unsuccessfully argued that unpaid distributions were not at call. The appeal in the matter was dismissed by the Court of Appeal: Australian Karting Association Ltd v Karting New South Wales Incorporated [2022] NSWCA 188.
This long running commercial dispute involved allegations of oppression and uncommercial conduct by a director of a number of companies that operated hotels in Sydney. The matter also involved allegations of breaches of fiduciary duties and causation, breach of duty to act for a proper purpose and the application a principle in London Loan and Savings Co of Canada v Brickenden [1934] 3 DLR 465. The case involved an analysis and application of what constituted informed consent and of appropriate remedies such as Account and entitlement to claim just allowances for skill, expertise and labour in circumstances of breach. The application of limitation periods and equitable defences including the equitable doctrine of laches was also considered. Voting at meetings of directors was raised as well as the application of the Articles of Association of the companies.
