C & C Fisher Pty Ltd v Livadaras [2010] FCA 11

FEDERAL COURT OF AUSTRALIA

C & C Fisher Pty Ltd v Livadaras [2010] FCA 11 Citation: C & C Fisher Pty Ltd v Livadaras [2010] FCA 11

Parties: C & C FISHER PTY LTD (ACN 123 285 370) AND AUSTRALIAN OLIVES LIMITED (ACN 078 885 042) v SPYRIDON LIVADARAS, HUNTLEY MANAGEMENT LIMITED (ACN 089 240 513) AND OTHERS

File number: QUD 22 of 2009

Judge: REEVES J

Date of judgment: 21 January 2010

Catchwords: CORPORATIONS – Meeting of members of registered managed investment scheme – Responsible entity and associates cannot vote if have an interest in the resolution other than as a member – Associate is a person who acts or proposes to act in concert with the responsible entity CORPORATIONS – Decision by chairperson to exclude votes – Whether decision amenable to review – Whether chairperson acted in bad faith or made an error of law – Consideration of what is meant by 'bad faith' – Whether the chairperson acted impartially and without bias or prejudgment CORPORATIONS – Decision by chairperson to exclude votes – Whether decision amenable to review – Whether chairperson acted in bad faith or made an error of law – No separate obligation to act on reasonable grounds – Any decision made in good faith and according to law is final and conclusive – Irrationality and illogicality in fact-finding does not constitute an error of law – Judicial review of administrative decision-making not an apt analogy – Wednesbury unreasonableness limited to discretionary decisions

Legislation: Corporations Act 2001 (Cth) ss 15, 601FB(1), 252B(1)(a), 253E, 253G, Part 1.2, Div 2, Part 2G.4, Part 5C.1, Part 5C.2 Migration Act 1958 (Cth)