Queensland Mining Corporation Ltd v Renshaw [2014] FCA 365

FEDERAL COURT OF AUSTRALIA

Queensland Mining Corporation Ltd v Renshaw [2014] FCA 365 Citation: Queensland Mining Corporation Ltd v Renshaw [2014] FCA 365

Parties: QUEENSLAND MINING CORPORATION LIMITED (ACN 109 962 469) v HOWARD VICTOR RENSHAW, BUTMALL PTY LIMITED (ACN 060 658 639) and DFK RICHARD HILL PTY LIMITED (ACN 145 097 258)

File number: NSD 1308 of 2013

Judge: PERRY J

Date of judgment: 10 April 2014

Catchwords: CORPORATIONS – Where termination payments made to Managing Director upon retirement from public company – Where settlement deed entered into between the parties prior to payments being made – Whether application for recovery of termination payments should be allowed pursuant to Division 2 of Part 2D.2 of the Corporations Act 2001 (Cth) – Whether payments were benefits that required shareholder approval under the Act – Whether payments were made in connection with Managing Director's retirement – Whether certain payments are exempt as genuine superannuation contributions under reg 2D.2.02 of the Corporations Regulations 2001 (Cth) – Whether payments exempt pursuant to s 200F(2) from the operation of s 200B(1) – Whether payments were a genuine payment by way of damages for breach of contract for the purposes of s 200F(2)(a)(i) – Proper calculation of base salary for the purposes of s 200F(2) in accordance with s 200F(4) – Whether company estopped from recovering payments – Whether company liable under the settlement deed for failure to obtain shareholder approval

Legislation: Corporations Act 2001 (Cth), ss 199A, 200, 200A, 200AA, 200AB, 200B, 200E, 200F, 200G, 200H, 200J, 334 Corporations Amendment (Improving Accountability on Termination Payments) Act 2009 (Cth) Corporations Regulations 2001 (Cth), regs 2D.2.01, 2D.2.02, 2M.3.03 Legislative Instruments Act 2003 (Cth), s 13(3) Property, Stock and Business Agents Act 1941 (NSW), s 42AA Statute of Frauds 1677 (UK) Workplace Relations Act 1996 (Cth)