Sipad Holding & Anor v Popovic, Nikola & Ors [1995] FCA 890

CATCHWORDS CORPORATIONS - register of members - error or defect - person whose name has never been on register cannot be proved to be a member - whether name of member must be recorded exactly - enough to sufficiently approximate the correct name to identify the person - rectification available ex abundanti cautela - Corporations Law s 212. CORPORATIONS - management and administration - appointment of representative - whether appointment to act at any general meeting of the company valid as an appointment for "specified" meetings - Corporations Law s 249(3). CORPORATIONS - management and administration - meetings - failure of quorum a procedural irregularity - Corporations Law s 1322(2). CORPORATIONS - management and administration - articles of association - quorum for general meeting - provision requiring the impossible - whether valid general meeting possible. CORPORATIONS - management and administration - articles of association - alteration by special resolution - Corporations Law s 176 - no other means of altering articles of association provided for. CORPORATIONS - dealings with issued shares - transfer of shares - transfer by operation of law - Companies (NSW) Code s 183(2). CORPORATIONS - management and administration - appointment of representative - whether void - appointment may be cured as a procedural irregularity under Corporations Law s 1322(2) - whether the appointment of a representative a proceeding under this Law - both a general meeting of the company and the appointment of a representative a proceeding under this Law. CORPORATIONS - management and administration - meetings - appointment of proxies - whether validly appointed - whether appointment under articles to vote at any ordinary or extraordinary general meeting of the company effective - appointment valid. INTERPRETATION OF INSTRUMENTS - admissibility of extrinsic evidence in relation to instruments - where meaning of provision ambiguous or obscure - explanatory memorandum and second reading speech used - meaning of s 249(3) of the Corporations Law. PRIVATE INTERNATIONAL LAW - general principles - laws relating to status - transfer of assets and assumption of liabilities under Yugoslavian law - our rules of private international law applied to recognise and give effect to the transfer. Corporations Law s 176, s 184, s 212, s 247(3), s 249(3), s 250(3), s 253(4), s 1322(2) Acts Interpretation Act 1901 (Cth) s 15AB Companies (NSW) Code s 183(2), s 244(3), s 259 Standard Portland Cement Co. Pty Ltd v Good (1982) 47 ALR 107 (PC) at 112 applied National Bank of Greece and Athens SA v Metliss [1958] AC 509 at 525 applied Donrob Enterprises Pty Ltd v Queensland Petroleum Management Ltd (1988) 14 ACLR 307 applied Maddocks v DJE Constructions Pty Ltd (1982) 148 CLR 104 at 117 applied TCN Channel Nine Pty Ltd v Australian Mutual Providence Society (1982) 42 ALR 496 considered Issac v Chapman (1915) 32 TLR 183 applied Re Pembury Pty Ltd (1991) 4 ACSR 759 applied Brain v Judo Federation of Australia (1994) 15 ACSR 708 applied SIPAD HOLDING d.d.p.o. & Anor v NIKOLA POPOVIC & Ors NG 3192 of 1995 Lehane J 1 November 1995 Sydney