Australian Aloe Marketing Ltd v Australian Aloe Ltd and Ors [2002] NSWSC 941

Reported Decision : 43 ACSR 82

New South Wales Supreme Court

CITATION : Australian Aloe Marketing Ltd v Australian Aloe Ltd and Ors [2002] NSWSC 941 CURRENT JURISDICTION: Equity FILE NUMBER(S) : SC 4641/02 HEARING DATE(S) : 1 October, 2002 JUDGMENT DATE : 1 October 2002

Australian Aloe Marketing Limited - Plaintiff/1st Cross Defendant Australian Aloe Limited - First Defendant PARTIES : Bradley Grogan - Second Defendant/1st Cross Claimant Vaughan Wellington - Third Defendant/2nd Cross Claimant Douglas Wilkinson - Fourth Defendant/3rd Cross Claimant Colin Thomas - 2nd Cross Defendant JUDGMENT OF : Palmer J

COUNSEL : S.D. Robb QC, M.S. Henry - Plaintiff/First Cross Defendant F.M. Douglas QC, R.J. Webb SC - Defendants/Cross Claimants SOLICITORS : Blake Dawson Waldron - Plaintiff /First Cross Defendant Deacons - Defendants/Cross Claimants CATCHWORDS : CORPORATIONS - MEETINGS - PROCEDURAL IRREGULARITY - Meeting of holders of prescribed interests convened for purpose of considerating a resolution for removal of manager of an investment scheme governed by Corporations Law - resolution in terms could not be considered by meeting until fate of prior special resolution and ordinary resolutions known - insufficient quorum at meeting to consider special resolution - meeting adjourned to consider special resolution and ordinary resolutions but resolution for removal of manager declared lapsed - whether resolution validly declared lapsed - whether invalid declaration that resolution had lapsed was procedural irregularity under s.1322 of Corporations Law. HELD - Resolution for removal of manager could not validly be considered by a meeting until the fate of the special and ordinary resolutions was known - adjournment of meeting to consider special and ordinary resolutions but not resolution for removal of manager was a procedural irregularity which could be rectified under s.1322 of Corporations Law. LEGISLATION CITED : Corporations Law (Cth) - s.1069, s.1322 DECISION : Orders as sought in Cross Claim.