Federal Court of Australia
Federal Court of Australia
Hegde, in the matter of Nutricare Holdings Limited v Nutricare Holdings Limited [2020] FCA 1646 File number: QUD 268 of 2020
Judgment of: REEVES J
Date of judgment: 12 November 2020
Catchwords: CORPORATIONS – application for declaration that the applicant remains a director of the company – where the applicant resigned as an employee of the company – where, under the company constitution, the position of director is vacated where the director resigns as an employee – where the board of directors passed a circulating resolution after the applicant's resignation continuing his position as director – circulating resolution valid CORPORATIONS – application for declaration that resolutions of the company in general meeting appointing additional directors was invalid – where the company in general meeting purported to appoint four additional directors – where the company's constitution delegated the power to appoint additional directors to the board of directors – where the applicant did not consent to the appointments – whether the company in general meeting had reserve power to appoint additional directors – whether the company had completely "surrendered" the power to appoint additional directors – resolutions valid
Legislation: Corporations Act 2001 (Cth)
Cases cited: Australian Hydrocarbons NL v Green (1985) 10 ACLR 72 Barron v Potter [1914] 1 Ch 895 Foster v Foster [1916] 1 Ch 532 Grant v John Grant & Sons Pty Ltd (1950) 82 CLR 1 Lion Nathan Australia Pty Ltd v Coopers Brewery Ltd (2006) 156 FCR 1; [2006] FCAFC 144 Mosaic Oil NL (No 2), Re (2010) 80 ACSR 281; [2010] FCA 1186 Owners – Units Plan No 3115 v Trustees of the Master Builders Fidelity Fund Scheme (2019) 273 FCR 598; [2019] FCAFC 227 Tayeh v Commonwealth of Australia, in the matter of 1st Fleet Pty Limited [2020] FCA 1323 Winthrop Investments Ltd v Winns Ltd [1975] 2 NSWLR 666 Wood v Inglis (2008) 68 ACSR 420; [2008] NSWSC 1147 Worcester Corsetry Ltd v Witting [1936] 1 Ch 640
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