Boros v Pages Property Investments Pty Ltd [2021] NSWCA 288

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Boros v Pages Property Investments Pty Ltd [2021] NSWCA 288 Hearing dates: 11 August 2021 Date of orders: 25 November 2021 Decision date: 25 November 2021 Before: Bell P at [1]; Basten JA at [2]; Meagher JA at [99] Decision: (1) Allow the appeal in part and set aside orders 1 and 4 made by the trial judge on 23 October 2020. (2) Vary order 3 to delete reference to the first defendant. (3) Order that the plaintiff pay the costs of the first defendant at trial. (4) Order that the first respondent pay the appellant's costs of the appeal. Catchwords: CORPORATIONS – directors and officers – fiduciary duties – duty to act in good faith in the best interests of company – duty not to use position as director or officer improperly – duty to ensure proper financial records kept – acting as director for two related entities – conflict of duty and interest EQUITY – fiduciary duties – conflict of interest and duty – acting as director for two related companies – involvement in transactions between companies –director holding 25% shares of one company – where one company holds a financial interest in the other and consequently shares in any benefits received by the director – when director inherits and continues an existing and accepted practice as between the companies Legislation Cited: Corporations Act 2001 (Cth) ss 180, 181, 182, 189, 286, 1317E, 1317H, 1317S, 1318 Cases Cited: Boulting v ACTAT [1963] 2 QB 606 Chan v Zacharia (1984) 154 CLR 178; [1984] HCA 36 Equiticorp Finance Ltd (In liq) v Bank of New Zealand (1993) 32 NSWLR 50 Maronis Holdings Ltd v Nippon Credit Australia Pty Ltd (2001) 38 ACSR 404; [2001] NSWSC 448 Northside Developments Pty Ltd v Registrar-General (1990) 170 CLR 146; [1990] HCA 32 Re Colorado Products Pty Ltd (In prov liq) [2014] NSWSC 789; 101 ACSR 233 The Bell Group Ltd (In Liq) v Westpac Banking Corporation (No 9) [2008] WASC 239; 70 ACSR 1 Vines v Australian Securities and Investments Commission (2007) 73 NSWLR 451; [2007] NSWCA 75 Walker v Wimborne (1976) 137 CLR 1; [1976] HCA 7 Texts Cited: Austin, Ford and Ramsey, Company Directors – Principles of Law and Corporate Governance LexisNexis Butterworths, 2005 P Finn, Fiduciary Obligations (The Federation Press, 2016) Category: Principal judgment Parties: Attila Boros (Appellant) Pages Property Investments Pty Ltd (First Respondent) Pages Equipment Holdings Pty Ltd (Second Respondent) Representation: Counsel: Appellant self-represented Mr M White SC / Mr R Gration (First Respondent)