Cordiant Communications (Australia) Pty Ltd v The Communications Group Holdings Pty Ltd [2005] NSWSC 1005

Reported Decision : 55 ACSR 185 (2005) 23 ACLC 1859

New South Wales Supreme Court

CITATION : Cordiant Communications (Australia) Pty Ltd v The Communications Group Holdings Pty Ltd [2005] NSWSC 1005

HEARING DATE(S) : 10 June 2005

JUDGMENT DATE : 10 October 2005

JURISDICTION : Equity Division

JUDGMENT OF : Palmer J

DECISION : Special resolution declared invalid; plaintiff to be restrained from further breaches of shareholders agreement.

CATCHWORDS : CORPORATIONS - MEETINGS - PROXIES - POWER OF ATTORNEY - Whether a power of attorney can be a proxy for the purposes of the Corporations Act - whether a proxy is "signed" for the purposes of CA s.250A(1) if it is executed under a power of attorney or by an agent - whether a proxy is valid under s.250A(1)(b) if it does not expressly state the name of the company but incorporates the name by reference - MEETINGS - VOTING - CONTRACT - Whether a shareholder's right to vote can be taken away by contract - whether a vote cast at a meeting in breach of contract is invalid - MEETING - RULINGS - Whether chairman's ruling as to admission of proxies correct - whether ruling binding and conclusive - whether erroneous ruling effective to take away member's right to vote - MEETINGS - PROCEDURAL IRREGULARITY - SUBSTANTIAL INJUSTICE - Meaning of procedural irregularity discussed - meaning of substantial injustice discussed - whether special resolution should be validated under CA s.1322(4)(a) - FINANCIAL ASSISTANCE - VALIDITY - DECLARATION - Whether, if financial assistance was provided contrary to CA s.260A(1) a declaration should be made declaring it validated by CA s.260D(1) - whether declaration hypothetical - WRONGDOING - Limits of maxim "a party cannot take advantage of own wrongdoing" discussed.