Federal Court of Australia
Federal Court of Australia
Windsor Family Assets Pty Ltd v Green Day Energy Pty Ltd (Administrators Appointed) [2023] FCA 1651 File number: QUD 416 of 2023
Judgment of: DERRINGTON J
Date of judgment: 21 December 2023
Catchwords: CORPORATIONS – shares – shareholders' rights – shareholders' rights to vote – when shareholders have right to receive notice of meetings and to vote – whether holder of shares issued as fully paid-up shares prevented from voting because the issue price had not been paid – construction of company's constitution ESTOPPEL – estoppel by convention – company and shareholders proceed on assumption that all shares issued have been fully paid – shareholders act to detriment in reliance on assumption that shares are fully paid – subsequent attempt to deny shares have been fully paid – company and other shareholder estopped from denying that shares are fully paid CORPORATIONS – administration – validity of appointment of administrators – director purporting to appoint administrators without calling meeting of all directors – invalid appointment – appointment of administrators invalid by reason of abuse of Part 5.3A of the Corporations Act 2001 (Cth)
Legislation: Corporations Act 2001 (Cth)
Cases cited: BI Constructions Pty Ltd v Shad [2010] NSWSC 484 Career Employment Australia Ltd v Shepley (2021) 166 ACSR 54 Chalet Nominees (1999) Pty Ltd v Murray [2012] WASC 147 Clyne v Deputy Commissioner of Taxation (1981) 150 CLR 1 Elderslie Finance Corporation Ltd v Australian Securities Commission (1993) 11 ACSR 157 Markopoulos v Wedlock (2008) 26 ACLC 129 QBiotics Limited, in the matter of QBiotics Limited [2016] FCA 873 Re Bean & Sprout Pty Ltd (admin apptd) [2018] NSWSC 351 Re Condor Blanco Mines Ltd [2016] NSWSC 1196 Re Lime Gourmet Pizza Bar (Charlestown) Pty Ltd (formerly under administration) [2015] NSWSC 244 Re Premier Energy Resources Pty Ltd [2023] NSWSC 1185 Re Ryde Ex-Services Memorial & Community Club Limited (Administrator appointed) [2015] NSWSC 226 Patrick Keane, Estoppel by Conduct and Election (Sweet & Maxwell, 3rd ed, 2023)
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