One of the issues in this case concerned whether specific performance, as opposed to damages, was an appropriate approach in circumstances where the plaintiff sought orders for specific performance of a binding term sheet which provided for the declaration of a dividend sourced from conduit foreign income and then for a declaration of trust. The Cout made orders for specific performance of the term sheet with those orders contemplated to include the execution of circular resolutions of directors pursuant to section 248A of the Corporations Act 2001 and a promissory note.
This matter was transferred from the District Court in 2020 in consequence of jurisdictional issues raised on the pleadings. and raised issues of debt, the validity of a general meeting together with the validity of certain expulsion-related resolutions which were passed at that meeting, allegations of uncommercial conduct and unconscionability. Trust claims were also made. The claims made by the plaintiff were dismissed and the cross-claim based upon a claim for money had and received was upheld. The decision at first instance was upheld on appeal by the NSW Court of Appeal.
This matter involved an application to windup a company under section 461(1)(k) of the Corporations Act 2001 (Cth) and for orders pursuant to section 232 of the Corporations Act. Questions of meeting procedure were also raised.
This matter dealt with a challenge to a purported meeting of members which resolved to remove a director and appoint another director in circumstances where only one member participated. The matter is also referred to under the Practice Area, Succession, contained on this web-site.
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 of the principle in London Loan and Savings Co of Canada v Brickenden [1934] 3 DLR 465. There was also 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.
In this matter orders were sought pursuant to section 175 and, alternatively, section 1071F of the Corporations Act 2001 (Cth) in circumstances where a transfer of shares had not been registered, because the directors had not resolved to approve registration nor resolved to decline registration, with the Board having been equally divided when a resolution that the transfer be registered was proposed. The case involved the construction and application of the company’s Articles. and an order that the register be corrected.
This matter involved an appeal of the decision of Campbell J in NRMA v Parkin [2004] NSWSC 296 and NRMA v Parkin (No. 2) [2004] NSWSC 496. Questions were raised as to whether proposed resolutions calling for a special general meeting of a company were void due to ambiguity and whether extrinsic evidence could be used to construe a company’s constitution.
In this matter issues were raised concerning the validity of a number of requisitions for the calling of a general meeting of the National Roads and Motorists’ Association Limited (NRMA),a company limited by guarantee. The NRMA disputed the validity of the requisitions and argued that they were void for uncertainty and argued that the proposed resolutions were for an improper purpose. In the alternative, the NRMA sought a longer time than the Corporations Act 2001 (Cth) provided both to call, and to hold, the meeting. The construction and application of section 249D of the Corporations Act and Clause 9.2 of the Constitution of the NRMA were also raised. In addition, the matter involved a consideration of the factors relevant to granting an extension of time, pursuant to section 1322(4)(d) of the Corporations Act 2001.
This case involved an application for an order under section 249G of the Corporations Act 2001 (Cth) to call a meeting of the members of a company to consider motions for the removal of two of the directors of the company, and for the appointment of another person as a director. Orders were sought under section 1319 that the motions put to the meeting be decided by a poll of the members, and that for the purpose of the meeting the quorum shall be deemed to be the plaintiff alone, if the plaintiff is the only member attending the meeting. An examination was made of the Court’s power to order a meeting of members to be called pursuant to section 249G(1) in the context of provisions contained in a company’s Constitution.
