Australian Olives Limited (ACN 078 885 042) v Livadaras [2008] FCA 1407

FEDERAL COURT OF AUSTRALIA

Australian Olives Limited (ACN 078 885 042) v Livadaras [2008] FCA 1407

CORPORATIONS – consideration of the nature of an interest arising under a registered managed investment scheme for the purposes of the Corporations Act 2001 (Cth) – consideration of the validity of a decision made by a chair of a meeting of scheme members convened for the purpose of considering a resolution to remove the responsible entity of the scheme and replace that entity with a new responsible entity – consideration of whether the chair of the meeting acted in good faith – consideration of whether the chair acted reasonably in refusing to accept the vote of a member on the resolution to remove the responsible entity and the resolution to appoint a new responsible entity – consideration of the duty owed by the chair of such a meeting in the circumstances – consideration of whether the chair was deciding a question of fact – consideration of whether the decision of the chair involved an error of law CORPORATIONS – consideration of whether the principles developed in relation to judicial review of administrative decisions are a relevant or useful analogue in considering the jurisprudential basis for reviewing decisions of the chair of a meeting in part governed by the Corporations Act 2001 (Cth) and in part governed by other instruments – consideration of whether inferences of fact arise from foundation facts taken into account by the chair of the meeting – consideration of ss 253E and 253G of the Act Corporations Act 2001 (Cth), s 12(2)(a), (b) and (c), s 253E, s 253G, s 1322(2), s 1322(4)(b) National Dwellings Society v Sykes [1894] 3 Ch 159 - cited McLean Bros. & Rigg Ltd v Grice (1906) 4 CLR 835 - cited Corpique (No. 20) v Eastcourt (1989) 15 ACLR 586 - cited Direct Acceptance Corporation Ltd (1987) 5 ACLC 1037 – cited and quoted Fast Scout Ltd v Bergel & Ors (2001) 40 ACSR 376 – cited and quoted Link Agricultural Pty Ltd v Shanahan & Ors (1998) 28 ACSR 498 – cited and quoted Perera v Reilly (2006) 59 ACSR 317 – cited and quoted Triden Contractors Ltd (1992) 30 NSWLR 615 – cited and quoted ANZ Nominees Limited v Allied Resources Corporation Limited & Ors (1984) 2 ACLC 783 – cited and quoted Byng v London Life Association Ltd [1990] 1 Ch 170; [1989] 1 All ER 560 - cited Minister for Immigration and Multicultural Affairs; Ex parte Applicant S20/2002 (2003) 198 ALR 59 - cited Craig v South Australia (1995) 184 CLR 163 at 179 - cited Minister for Immigration and Multicultural Affairs v Yusuf (2001) 206 CLR 323 - cited Avon Downs Pty Ltd v FCT (1949) 78 CLR 353 - cited R v Australian Stevedoring Industry Board; Ex parte Melbourne Stevedoring Co. Pty Ltd (1953) 88 CLR 100 – cited Attorney‑General (NSW) v Quin (1990) 170 CLR 1 - cited Australian Broadcasting Tribunal v Bond (1990) 170 CLR 321 – cited and quoted Minister for Immigration and Multicultural and Indigenous Affairs v SGLB (2004) 207 ALR 12 – cited and quoted Minister for Immigration and Multicultural Affairs v Epeabaka (1999) 84 FCR 411 - cited NAMM of 2002 v MIMIA [2003] FCAFC 32 - cited MIMIA v W306/01A [2003] FCAFC 208 - cited NACB v MIMIA [2003] FCAFC 235 - cited W404/01A of 2002 v MIMIA [2003] FCAFC 255 - cited NATC v MIMIA [2004] FCAFC 52 - cited VWST v MIMIA [2004] FCAFC 286 - cited Minister for Immigration and Multicultural Affairs v Al‑Miahi (2001) 65 ALD 141 - cited and quoted AUSTRALIAN OLIVES LIMITED ACN 078 885 042 v SPYRIDON LIVADARAS, HUNTLEY MANAGEMENT LIMITED (ACN 089 240 513), ROBERT KNIGHT, DR SUSAN WHITAKER, ROBERT RICHARDS, WANG KWOK, HELEN SCHAPEL, JOHN WATSON and JOHN BARASSI