Bell v St Michael's Golf Club [2003] NSWCA 159

Reported Decision : (2003) 46 ACSR 113

New South Wales Court of Appeal

CITATION : Bell v St Michael's Golf Club [2003] NSWCA 159 HEARING DATE(S) : 20 May 2003 JUDGMENT DATE : 25 June 2003

JUDGMENT OF : Sheller JA at 1; Ipp JA at 2; Tobias JA at 3 DECISION : 1.Declaration 3 made by Gzell J on 19 February 2002 be set aside and the following declaration substituted:; "DECLARES that int he circumstances which have occurred, the opinion expressed by the defendant in his Independent Audit Report dated 25 October 2001 with respect to the Financial Statements of the plaintiff for the year ended 30 June 2001 to the effect that the remuneration reported in Note 17 to those Statements (for fees of $4,860.00 paid to Stafford and $600.00 paid to Stockford) was received by an honorary member of the Committee of the plaintiff in contravention of Article 74 of the Articles of Association of the plaintiff, was in error."; 2. Appeal Dismissed; 3. Appellant to pay the respondent's costs of the appeal

CATCHWORDS : Declaratory relief sought - Construction of company constitution - Accounting services provided by honorary member of committee - Challenge to correctness of annual financial report by independent auditor - D Corporations Act 2001 ss 308(1), 295(3) , 314(1) 319(1), 285(1), 292(1), 322(1) LEGISLATION CITED : Accounting Standard AASD 1017 [3.1.1] Supreme Court Act s 75 Administrative Decisions (Judicial Review) Act 1977 (Cth) Ainsworth v Criminal Justice Commission (1992) 174 CLR 564 Russian Commercial & Industrial Bank v British Bank For Foreign Trade Ltd (1921) 2 AC 438 Telstra Corporation Ltd v Australian CASES CITED : Telecommunications Authority (1995) 133 ALR 417 Gardner v Dairy Industry Authority (1977) 18 ALR 55 Australian Broadcasting Tribunal v Bond (1990) 170 CLR 321 Australian Securities Commission v Ampolex Ltd (1995) 38 NSWLR 504 PARTIES : Donald Bell St Michael's Golf Club FILE NUMBER(S) : CA 40186/02 COUNSEL : A: Mr B Coles R: Mr R D Wilson SOLICITORS : A: Herbert Geer & Rundle R: Tress Cocks & Maddox