The Corporations Law v G.I.G.A. Investments Pty Ltd & Anor [1995] FCA 452

CATCHWORDS CORPORATIONS - management and administration - requirement of articles of association that directors "meet together for the dispatch of business" - whether physical presence required - whether directors can transact business by telephone. CORPORATIONS - external administration - voluntary administration - doubt as to validity of purported appointment of administrator - application for order declaring whether appointment valid - one director present at directors' meeting "by telephone". Corporations Law ss 436A, 447C, 447D, 449C Higgins v Nicol (1971) 18 FLR 343 Re Southern Resources (1989) 15 ACLR 770 Magna Crete Ltd v Douglas-Hill (1988) 48 SASR 565 Bell v Burton (1993) 12 ACSR 325 Wagner v International Health Promotions (admin apptd) (1994) 15 ACSR 419 Australian National Airways Pty Ltd v Commonwealth (1945) 71 CLR 29 Lansell v Lansell (1964) 110 CLR 353 R v Judges of the Federal Court of Australia and Adamson; Ex parte The Western Australian National Football League (Inc) (1979) 143 CLR 190 No. SG 3096 of 1995 RE: THE CORPORATIONS LAW - and - G.I.G.A. INVESTMENTS PTY LTD (IN ADMINISTRATION) (ACN: 007 924 665) ROBERT ANTHONY FERGUSON Applicant Branson J Adelaide 30 June 1995

IN THE FEDERAL COURT OF AUSTRALIA) ) SOUTH AUSTRALIA DISTRICT REGISTRY) No. SG 3096 of 1995 ) GENERAL DIVISION ) RE: THE CORPORATIONS LAW - and - G.I.G.A. INVESTMENTS PTY LTD (IN ADMINISTRATION) (ACN: 007 924 665) ROBERT ANTHONY FERGUSON Applicant REASONS FOR JUDGMENT CORAM: Branson J PLACE: Adelaide DATE: 30 June 1995 By an application brought in reliance on ss447C and 447D of the Corporations Law, the applicant, the putative administrator of GIGA Investments Pty Ltd (In Liquidation) ("the company"), has sought, amongst other things, an order declaring whether or not his purported appointment as administrator of the company is valid. On 23 June 1995 I made an order declaring that his purported appointment was valid. The following are my reasons for doing so. The applicant was purportedly appointed as administrator of the company pursuant to s449C of the Corporations Law on