NSW Caselaw
Reported Decision : 79 ACSR 121 241 FLR 165
New South Wales Supreme Court
CITATION : Dhami v Martin [2010] NSWSC 770
HEARING DATE(S) : 02/07/10
JUDGMENT DATE : 13 July 2010
JURISDICTION : Equity Division Corporations List
JUDGMENT OF : Barrett J
1. Declare that Kay Dhami and Norman Brien were validly appointed as directors of Ace Developments Pty Limited on 21 May 2010. 2. Order that the claim of Rajinder Dhami for a declaration that Kay Dhami was validly appointed the agent of Ace Developments Pty Limited on issues concerning the debt owed to that company by Toukley Waters Pty Limited be dismissed. DECISION : 3. Order that the claim of Rajinder Dhami for a declaration that Bruce Martin is no longer a director of Ace Developments Pty Limited be dismissed. 4. Order that the "cross-application" of Bruce Martin and Supanee Martin filed on 2 July 2010 be dismissed. 5. Order that the costs of the proceedings to date be reserved and that each party have liberty to apply in respect of costs.
CATCHWORDS : CORPORATIONS - meetings of members - meeting called by a member under Corporations Act 2001 (Cth), s 249F - proposed resolution to appoint two persons as directors - whether a "proper purpose" - where proposed appointees are ex-wife and accountant of disqualified former director - whether they will act in the interests of the company - whether they will be puppets of ex-director - CORPORATIONS - declaratory relief as to efficacy of action to appoint directors - whether plaintiff has "clean hands" - CORPORATIONS - constitution - provision for rotation of directors at each "ordinary general meeting" - whether meeting called by member under s 249F is an "ordinary general meeting" - effect of automatic re-appointment provision - ASIC records prima facie evidence of directorship - CORPORATIONS - meeting of directors - one director calls meeting - that director gives explicit notice of purpose of meeting - meeting purports to resolve to authorise that director to act as representative of company in all aspects of certain matter - no such proposed authorisation included in statement of meeting's purpose - whether resolution valid
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