Federal Court of Australia
Federal Court of Australia
Hanwood Pastoral Co Pty Limited v Kelly (No 2) [2022] FCA 850 File number(s): NSD 1053 of 2019
Judgment of: HALLEY J
Date of judgment: 21 July 2022
Catchwords: CORPORATIONS – application for declarations and compensation for alleged breach of directors' duties by first defendant – application for reinstatement of director of plaintiff – whether first defendant caused detriment to plaintiff by causing it to enter into uncommercial consultancy agreement for sale of property in contravention of s 182(1)(b) of the Corporations Act 2001 (Cth) (Act) – whether director seeking reinstatement unlawfully removed as director of plaintiff in contravention of s 182(1)(a) of the Act – whether first defendant failed to discharge duties in good faith in best interests of plaintiff and for a proper purpose in causing plaintiff to make payments out of sale proceeds in contravention of s 181(1) of the Act – whether first defendant caused detriment to plaintiff by improperly using his position to cause payments to be made out of sale proceeds in contravention of s 182(1)(b) of the Act – where first defendant self-represented – where relative dearth of books and records relating to sale of property and disbursement of sale proceeds – where director seeking reinstatement and first defendant each maintain that the other holds the books and records – where first defendant bears evidentiary onus of proof – application dismissed
Legislation: Corporations Act 2001 (Cth) ss 181, 182, 1317E, 1317H
Cases cited: Bell Group Ltd (In liq) and Others v Westpac Banking Corporation and Others (No 9) (2008) 39 WAR 1; [2008] WASC 239 Crowe-Maxwell v Frost (2016) 91 NSWLR 414; [2016] NSWCA 46 Dinomyte Pty Ltd v Australian Securities & Investments Commission, in the matter of Hanwood Pastoral Co Pty Ltd [2019] FCA 1989 Hanwood Pastoral Co Pty Limited v Kelly [2020] FCA 1020 In the matters of Earth Civil Australia Pty Ltd, RCG CBD Pty Ltd, Bluemine Pty Ltd, Diamondwish Pty Ltd and Rackforce Pty Ltd (all in liq) [2021] NSWSC 966 Jones v Dunkel (1959) 101 CLR 298 Permanent Building Society (in liq) v Wheeler and Others (1994) 14 ACSR 109 R v Towey (1996) 21 ACSR 46 Re Colorado Products Pty Ltd (in prov liq) (2014) 101 ACSR 233; [2014] NSWSC 789 Re IW4U Pty Ltd (in liq) and Others (2021) 150 ACSR 146; [2021] NSWSC 40 Renton v Kelly [2018] NSWSC 1377
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