Weinstock v Beck [2013] HCA 14

HIGH COURT OF AUSTRALIA

FRENCH CJ, HAYNE, CRENNAN, KIEFEL AND GAGELER JJ

AMIRAM DAVID WEINSTOCK & ANOR APPELLANTS

AND

TAMAR RIVQA BECK & ANOR RESPONDENTS

Weinstock v Beck [2013] HCA 14 1 May 2013 S266/2012

ORDER

1. Appeal allowed with costs.

2. Set aside orders 3 and 5 of the Court of Appeal of the Supreme Court of New South Wales made on 5 April 2012 and, in their place, order that:

the matter be remitted to the primary judge, or such other judge as the Chief Judge in Equity might decide, to determine:

whether an order should be made under s 1322(4)(a) of the Corporations Act 2001 (Cth) validating the purported appointment of Helen Weinstock as a director of LW Furniture Consolidated (Aust) Pty Ltd ("the Company") by Amiram Weinstock on 30 July 2003; and

whether the Company should be wound up; and

the appellants pay 80 per cent of the costs of the appeal and cross-appeal to the Court of Appeal.

On appeal from the Supreme Court of New South Wales

Representation

D F Jackson QC with J O Hmelnitsky for the appellants (instructed by Baker & McKenzie Solicitors)

R G McHugh SC with D J Barnett for the first respondent (instructed by McCabes Lawyers Pty Limited)

No 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

Weinstock v Beck

Corporations law – Management and administration – Directors and other officers – Appointment, removal and retirement of directors – Whether director validly appointed – Whether invalid appointment was "contravention" of company's constitution under s 1322(4) of the Corporations Act 2001 (Cth).

Words and phrases – "appointment of director", "contravention of the constitution", "invalid appointment".

Corporations Act 2001 (Cth), ss 1322(4), 1322(6).