DOME RESOURCES NL v SILVER [2008] NSWCA 322

Reported Decision: 72 NSWLR 693

New South Wales Court of Appeal

CITATION: DOME RESOURCES NL v SILVER [2008] NSWCA 322

HEARING DATE(S): 11 and 12 March 2008

JUDGMENT DATE: 27 November 2008

JUDGMENT OF: Beazley JA at 1; Basten JA at 2; Bell JA at 2

(1) Dismiss the appeal.

DECISION: (2) Dismiss the cross-appeal.

(3) Order that the appellants pay the respondents' costs in this Court.

CATCHWORDS: CORPORATIONS – constitution – interpretation – directors' powers – retirement deed – whether board of directors had authority to enter into retirement deed with director – whether board had to adopt scheme or plan before conferring retirement benefits on director - CORPORATIONS – directors – retirement benefits – conferral without member approval – whether retirement deed contravened provisions relating to termination payments in Part 2D.2 of Corporations Law – qualification of prohibition in s 200B on giving retirement benefits by s 200G – payment limit fixed by s 200G(2) – whether payments to third party for provision of director's services constituted part of director's total remuneration – definition of "remuneration" by reference to disclosure requirements in accounting standard (AASB 1017) – whether remuneration to be calculated by reference to period during which recipient was an officer of corporation – Corporations Law, ss 200B, 200G - INTEREST – pre-judgment interest – whether third party should be paid interest on amount ordered – whether proceedings for specific performance were "proceedings for the recovery of any money" – whether order that money be paid involved "amount for which judgment is given" – whether judgment referred only to judgment in action at law – Civil Procedure Act 2005 (NSW), s 100 - REMEDIES – standing of plaintiffs to seek relief – where specific performance sought – whether director and third party provided consideration for variation deed - STATUTORY INTERPRETATION – accounting standards – purposive interpretation – interpretation of "remuneration" in Corporations Law by reference to accounting standard (AASB 1017) – Australian Securities and Investments Commission Act 1989 (Cth) ss 224, 228 – Corporations Law, s 9 - STATUTORY INTERPRETATION – correction of typographical error – Corporations Law, ss 200B - WORDS & PHRASES – "action" – "indirectly" – "may be effected" – "otherwise made available" –"payment limit" – "remuneration"