Hotien Holdings Pty Ltd v Frits Maré & 2 Ors [2007] NSWSC 599

Reported Decision : (2007) 25 ACLC 854

New South Wales Supreme Court

CITATION : Hotien Holdings Pty Ltd v Frits Maré & 2 Ors [2007] NSWSC 599

HEARING DATE(S) : 17 & 18/05/07

JUDGMENT DATE : 22 May 2007

JURISDICTION : Equity Division Corporations List

JUDGMENT OF : White J

EX TEMPORE JUDGMENT DATE : 22 May 2007

DECISION : 2nd defendant's interlocutory process dismissed.

CATCHWORDS : CORPORATIONS – Directors – Meetings – Resolutions – Articles of Association provide quorum for directors meeting as two – Appointment of directors – Whether resolution appointing directors validly made – Where conversation between directors indicates that directors intended that appointment would be made in the future - No concurrence by two directors that appointment of new director made – Held that no valid appointment of new directors. - CORPORATIONS – Shares – Issue and allotment of shares – Powers of directors – Issue and allotment of shares invalid because no valid appointment of directors purporting to resolve to issue shares – Where even if appointment of directors had been made, issue of shares for purpose of securing majority voting power not a bona fide exercise of power – Ulterior purpose – Held that issue and allotment of shares invalid. - CORPORATIONS – Directors – Allegation that director unable to act as director due to mental incapacity – Onus of establishing incapacity not discharged. - CORPORATIONS – Application under s 241 of the Corporations Act 2001 (Cth) to appoint receiver or accountant to investigate financial affairs of company – Standing to make application. - (Cth) Corporations Act 2001, ss 237, 241, - (NSW) Guardianship Act 1987, ss 14 and 25G