Cleanfin Pty Ltd v Forest Carbon Methodology Pty Ltd [2024] FCA 489

FEDERAL COURT OF AUSTRALIA

Cleanfin Pty Ltd v Forest Carbon Methodology Pty Ltd [2024] FCA 489 File number(s): SAD 11 of 2022 SAD 87 of 2022

Judgment of: O'SULLIVAN J

Date of judgment: 10 May 2024

Catchwords: CORPORATIONS — application by plaintiff for leave to bring derivative proceedings on behalf of company under s 237 of Corporations Act 2001 (Cth) — whether company will bring proceedings — whether the company is acting in good faith — whether in the best interests of company that plaintiff be granted leave — whether proposed proceedings involve serious questions to be tried — leave to bring derivative proceedings granted PRACTICE AND PROCEDURE — application to amend originating process and statement of claim — whether proposed amendments would be liable to be struck out — whether new legal foundation for claim arises out of facts already pleaded — whether proposed amendment is likely to cause prejudice and delay in proceedings — consideration of ss 37M and 37N of the Federal Court Act 1979 (Cth) and r 16.21(1)(d) of the Federal Court Rules 2011 (Cth) — further particulars required — leave to amend originating process granted — leave to file an amended statement of claim to be granted subject to the provision of further particulars

Legislation: Corporations Act 2001 (Cth), s 237 Federal Court of Australia Act 1976 (Cth), ss 37M, 37N Federal Court Rules 2011 (Cth), rr 16.21(1)(c)-(e)

Cases cited: Adelaide Brighton Cement Ltd v Hallett Concrete Pty Ltd & Ors [2020] SASC 161 Aon Risk Services Australia Ltd v Australian National University [2009] HCA 27; (2009) 239 CLR 175 Barnes v Addy (1874) LR 9 Ch App 244 Consul Development Pty Ltd v DPC Estates Pty Ltd [1975] HCA 8; (1975) 132 CLR 373 KTC v David [2022] FCAFC 60 Tamaya Resources Ltd (in liq) v Deloitte Touche Tohmatsu (a Firm) [2015] FCA 1098 Tamaya Resources Ltd (in liq) v Deloitte Touche Tohmatsu (a Firm) [2016] FCAFC 2; (2016) 332 ALR 199