Carr v Resource Equities Limited [2010] NSWCA 286

New South Wales Court of Appeal

CITATION: Carr v Resource Equities Limited [2010] NSWCA 286 This decision has been amended. Please see the end of the judgment for a list of the amendments.

HEARING DATE(S): 6 October 2010

JUDGMENT DATE: 2 November 2010

JUDGMENT OF: Spigelman CJ at 1; Macfarlan JA at 127; Sackville AJA at 128

DECISION: Appeal dismissed with costs.

CATCHWORDS: CORPORATIONS - directors and other officers directors' fees whether directors had performed work which warranted additional fees overpayments - CORPORATIONS - directors and other officers whether transaction entered in good faith and for proper purpose conflicts of interest and duty business judgment rule s 182(2) Corporations Act - CORPORATIONS- directors and other officers issue of shares whether shares improperly issued to allow directors to maintain control of company legal costs of directors in defending action should not have been borne by the company exoneration, s 1318 Corporations Act - CORPORATIONS - directors and other officers directors' duties breaches of ss 180, 181 and 182 Corporations Act and common law duties causation of loss contribution between directors - EQUITYgeneral principles rules and maxims of equity equitable contribution clean hands doctrine comparative moral culpability

LEGISLATION CITED: Corporations Act 2001 (Cth) Pooled Development Funds Act 1992 (Cth)

Albion Insurance Co Ltd v Government Insurance Office (NSW) (1969) 121 CLR 342 BP Petroleum Development Ltd v Esso Petroleum Co Ltd [1987] SLT 345 Burke v LFOT Pty Ltd [2002] HCA 17; (2002) 209 CLR 282 Callow v Rupchev [2009] NSWCA 148 CASES CITED: Dering v Earl of Winchelsea (1787) 1 Cox 318; (1787) 29 ER 1184 Segenhoe Ltd v Akins (1990) 29 NSWLR 569 Sharrment Pty Ltd v Official Trustee in Bankruptcy (1988) 82 ALR 530 Snook v London & West Riding Investments Ltd [1967] 2 QB 786 Western Ventures Pty Ltd v Resource Equities Ltd [2005] WASC 53; (2005) 53 ACSR 568