Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Style Limited, in the matter of; Merim Pty Ltd v Style Limited [2009] FCA 314
CORPORATIONS – section 247A – application to inspect the books of a company – good faith and proper purpose – dual purposes – dominant purpose – access to director and officer insurance policies Corporations Act 2001 (Cth): ss 237, 247A Federal Court Rules: O 15A r 6
Acehill Investments Pty Ltd v Incitec Ltd [2002] SASC 344, followed Re Augold NL [1987] 2 Qd R 297, followed Cescastle Pty Ltd v Renak Holdings Ltd (1991) 6 ACSR 115, followed Knightswood Nominees Pty Ltd v Sherwin Pastoral Company Ltd (1989) 15 ACLR 151, followed Intercapital Holdings Ltd v MEH Ltd (1988) 13 ACLR 595, cited Czerwinski v Syrena Royal Pty Ltd (No 1) (2000) 34 ACSR 245, followed Unity APA Ltd v Humes Ltd (No 2) [1987] VR 474, followed Gerah Imports Pty Ltd v Duke Group Ltd (In Liq)(1993) 61 SASR 557, considered Grosvenor Hill (Queensland) Pty Ltd v Barber (1994) 48 FCR 301, considered Hamilton v Oades (1989) 166 CLR 486, cited Re Spedley Securities Ltd (In Liq); Ex parte Potts (1990) 8 ACLC 673, cited MERIM PTY LTD (ACN 004 986 181) v STYLE LIMITED (ACN 009 248 720)
VID 662 of 2008
GOLDBERG J
2 APRIL 2009
MELBOURNE IN THE FEDERAL COURT OF AUSTRALIA
VICTORIA DISTRICT REGISTRY VID 662 of 2008
IN THE MATTER OF STYLE LIMITED (ACN 009 248 720) BETWEEN: MERIM PTY LTD (ACN 004 986 181)
Plaintiff
AND: STYLE LIMITED (ACN 009 248 720)
Defendant
JUDGE: GOLDBERG J
DATE OF ORDER: 2 APRIL 2009
WHERE MADE: MELBOURNE
THE COURT ORDERS THAT:
1. Pursuant to s 247A of the Corporations Act 2001 (Cth) Mr Peter Yunghanns, a director of the plaintiff, Mr Sean O'Brien, the Company Secretary of the plaintiff, Mr Stephen Sawer of DLA Phillips Fox and Mr Kevin Slomoi of GMK Centric Accountants, are authorised on the plaintiff's behalf to inspect and make copies of those books of the defendant which are specified in Schedule A to this order. 2. The said Peter Yunghanns, Mr Sean O'Brien, Mr Stephen Sawer and Mr Kevin Slomoi shall only use the information they obtain during such inspection: (a) for the purpose of considering whether proceedings in the name of the defendant should be commenced against directors and officers or former directors and officers of the defendant and, if it is decided to commence such proceedings; (b) for the purpose of seeking leave to commence such proceedings and prosecuting such proceedings. 3. The defendant pay the plaintiff's costs of and incidental to the application including reserved costs. 4. Liberty is reserved to each party to apply for further orders and directions whether in relation to the implementation and conduct of the inspection authorised by this order or otherwise. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules The text of entered orders can be located using eSearch on the Court's website.
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