Great Investments Ltd v Warner [2016] FCAFC 85

FEDERAL COURT OF AUSTRALIA

Great Investments Ltd v Warner [2016] FCAFC 85 Appeal from: Warner v Wong, in the matter of Bellpac Pty Limited (Receivers and Managers Appointed) (In Liq) (No 5) [2015] FCA 784; (2015) 108 ACSR 613 Warner v Wong, in the matter of Bellpac Pty Limited (Receivers and Managers Appointed) (In Liq) (No 6) [2015] FCA 1175

File number: NSD 1488 of 2015

Judges: JAGOT, EDELMAN AND MOSHINSKY JJ

Date of judgment: 14 June 2016

Catchwords: CORPORATIONS – power of attorney – construction of general power of attorney – whether exclusion of liability for conflict of interest or direct or personal interest authorises transfer of company assets for director's private purposes – whether recipients can rely upon assumptions in ss 128 and 129 of the Corporations Act 2001 (Cth) EQUITY – unjust enrichment – constructive trust – receipt of company assets without authority – irrelevance of recipient's knowledge to prima facie liability to make restitution EQUITY – defence of bona fide purchase – whether defence can operate where there is no receipt by third party - meaning of "value" – degree of notice required – whether respondents are purchasers for value – whether respondents have notice CORPORATIONS – uncommercial transactions under s 588FB of the Corporations Act 2001 (Cth) - whether transfers pursuant to power of attorney were uncommercial transactions – whether, because company had 'no choice', the transfers were not uncommercial transactions – whether orders would be appropriate under s 588FF of Corporations Act

Legislation: Corporations Act 2001 (Cth) ss 9, 127, 128, 129, 129(3), 129(4), 181(1)(a), 588FB, 588FC, 588FDA, 588FE, 588FF, 588FG Powers of Attorney Act 2003 (NSW) Companies and Securities Legislation (Miscellaneous Amendments) Bill 1983 (Cth) Corporate Law Reform Bill 1992 (Cth)