Downey v Crawford [2004] FCA 1264

FEDERAL COURT OF AUSTRALIA

Downey v Crawford [2004] FCA 1264

CORPORATIONS – resolution to place private company into voluntary administration – whether at time of resolution company insolvent or likely to become so – whether directors knew or ought to have known that company was solvent when placed into administration – whether directors in breach of statutory and fiduciary duties – whether company suffered loss and damage by reason of unnecessary expenses incurred – payment made to company in settlement of commercial dispute – whether director of company falsely recorded payment as loan to company – whether payment belonged to company or to directors – whether directors falsified proofs of debt – whether money owed with respect to unpaid shares Corporations (Repeals, Consequentials and Transitionals) Act 2001 (Cth) ss 2 and 3 Corporations Act 2001 (Cth) ss 95A(1), 132(4), 180(1), 180(2), 181(1), 436A, 478(4), 483(2), 588E(3), 588E(4), 588G, 588H(2), 598, 1318, 1324, 1383 and 1401 Corporations Law ss 232(2), 436A, 436B(1) and (2), 437C(1), 437D, 439C, 445F(1)(b), 446A, 471A, 478(1A), 506 and 588G Corporations Regulations reg 5.6.62(2)

Blackwell v Moray (1991) 9 ACLC 924 at 936 referred to Kazar v Duus (1998) 88 FCR 218 referred to Cadwallader v Bajco (2001) 189 ALR 370 at [140] referred to Powell and Duncan v Fryer, Tonkin and Perry (2000) 18 ACLC 480 at 482 considered Quick v Stoland Pty Ltd (1998) 87 FCR 371 at 382-3 referred to Brash Holdings Ltd v Katile Pty Ltd [1996] 1 VR 24 referred to Wagner v International Health Promotions (1994) 15 ACSR 419 discussed Russell v Westpac Banking Corporation (1994) 61 SASR 583 discussed Worthley v Australian Securities Commission (1994) 13 ACSR 532 at 539 referred to Ring v Sutton (1980) 5 ACLR 546 referred to Elliott v Australian Securities and Investments Commission (2004) 205 ALR 594 referred to Daniels v AWA Ltd (1995) 37 NSWLR 438 referred to Commonwealth Bank of Australia v Friedrich (1991) 9 ACLC 946 discussed In re City Equitable Fire Insurance Co. [1925] Ch 407 referred to Harlowe's Nominees Pty Ltd v Woodside (Lakes Entrance) Oil Co NL (1968) 121 CLR 483 at 493 referred to Australian Growth Resources Corp Pty Ltd v Van Reesema (1988) 6 ACLC 529 referred to Marchesi v Barnes [1970] VR 434 referred to Leslie v Howship Holdings Pty Ltd (1997) 15 ACLC 459 referred to Metropolitan Fire Systems Pty Ltd v Miller (1997) 23 ACSR 699 at 703 referred to Morley v Statewide Tobacco Services [1993] 1 VR 423 at 448 discussed Young v Queensland Trustees Ltd (1956) 99 CLR 560 at 562 and 569-70 referred to Johnstone v Pedlar [1921] 2 AC 262 referred to