Doyle v Australian Securities and Investments Commission [2005] HCA 78

HIGH COURT OF AUSTRALIA

GLEESON CJ,

GUMMOW, KIRBY, HAYNE AND CALLINAN JJ

ALAN DAVID DOYLE APPELLANT

AND

AUSTRALIAN SECURITIES AND INVESTMENTS

COMMISSION & ANOR RESPONDENTS

Doyle v Australian Securities and Investments Commission [2005] HCA 78

14 December 2005

P41/2005

ORDER

1. Appeal dismissed.

2. Appellant to pay the first respondent's costs of the appeal.

On appeal from the Supreme Court of Western Australia

Representation:

M J McCusker QC with K L Christensen for the appellant (instructed by Christensen Vaughan)

K J Martin QC with C H Thompson for the first respondent (instructed by Australian Securities and Investments Commission)

Submitting appearance for the second respondent

Notice: This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.

CATCHWORDS

Doyle v Australian Securities and Investments Commission

Company law – Duties of directors – Claim against director for contravention of the Corporations Law, s 232(6) – Appellant was a director and shareholder of Doyle Capital Partners Pty Ltd ("DCP") and at the relevant times, either an alternate director or director of Chile Minera Ltd ("the Company") – DCP had been allotted shares in the Company in consideration of a payment of $400,000 with an assurance that its shares would rank pari passu with existing shareholders – Allotment was in breach of the listing rules of the Australian Stock Exchange – As an alternate director of the Company, appellant signed a circular resolution authorising the company secretary to procure the issue of a bank cheque for $400,000 payable to DCP, held pending further advice from ASX – Subsequently, as a director of the Company, appellant voted to cancel DCP's allotment of shares in the Company and to ratify the decision made in the circular resolution – Whether appellant made improper use of his position to gain an advantage for DCP – Whether appellant's conduct could be said to be improper if the other directors of the Company knew about his interest in DCP – Whether there could be any advantage to DCP if it had an arguable claim for return of the $400,000 on the basis that the Company's representation regarding DCP's shares ranking pari passu with existing shareholders had been denied effect by the intervention of ASX.