Metroll SA Pty Ltd v Powerpark Systems Pty Ltd [2021] NSWDC 102

District Court New South Wales

Medium Neutral Citation: Metroll SA Pty Ltd v Powerpark Systems Pty Ltd [2021] NSWDC 102 Hearing dates: 3-4 March 2021; 8 March 2021 Date of orders: 31 March 2021 Decision date: 31 March 2021 Jurisdiction: Civil Before: Dicker SC DCJ Decision: (1) Judgment for the plaintiff against the second defendant. (2) The parties are to bring in agreed Short Minutes of Order reflecting these reasons within seven days. (3) If agreement cannot be reached on Short Minutes of Order, liberty is granted to approach the Associate to Dicker DCJ to relist the matter on three business days' notice. (4) The parties should attempt to agree an appropriate costs order for the proceedings. If agreement cannot be reached, liberty is granted to approach the Associate to Dicker DCJ on three business days' notice to relist the matter for argument as to costs. Catchwords: CONTRACT – alleged manufacture and sale of goods said to be ordered on behalf of the first defendant company – alleged supply of part of the goods ordered – guarantee allegedly given by the second defendant director – whether second defendant liable pursuant to the alleged guarantee for goods said to have been ordered on behalf of the first defendant – identity of contracting parties AGENCY – authority of alleged agent to order goods on behalf of the first defendant – whether actual authority (express or implied) – whether ostensible authority COMPANY LAW – authority of sole director and secretary – whether holding out by director that agent had authority to order goods on behalf of the first defendant company Legislation Cited: Corporations Act 2001 (Cth) Cases Cited: Ankar Pty Ltd v National Westminster Finance (Aust) Ltd (1987) 162 CLR 549 Crabtree-Vickers Pty Ltd v Australian Direct Mail Advertising & Addressing Co Pty Ltd [1975] HCA 49; (1975) 133 CLR 72 Croucher v Cachia [2016] NSWCA 132 Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544; [2017] HCA 12 Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7 Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd (1964) 2 QB 480 Left Bank Investments Pty Ltd v Ngunya Jarjum Aboriginal Corporation [2020] NSWCA 144 Macquarie International Health Clinic Pty Ltd v Sydney Local Health District [2020] NSWCA 161 Management Services Australia Pty Ltd t/as Peak Performance PM v PM Works Pty Ltd [2019] NSWCA 107 Northside Developments Pty Ltd v Registrar-General [1990] HCA 32; (1990) 170 CLR 146 Sangha v Baxter [2009] NSWCA 78 Category: Principal judgment Parties: Metroll SA Pty Ltd (Plaintiff) Powerpark Systems Pty Ltd (in Liquidation) (First Defendant) Jeremy Richard Rowe (Second Defendant) Representation: Counsel: H Woods (Plaintiff) No appearance for first defendant R D Marshall SC and J Byrne (Second Defendant)