Supercar International Holdings Limited v Sommers; Tinkler Group Holdings Pty Limited v Sommers [2011] NSWSC 336

Supreme Court New South Wales

Medium Neutral Citation: Supercar International Holdings Limited v Sommers; Tinkler Group Holdings Pty Limited v Sommers [2011] NSWSC 336 Hearing dates: 22-25 June 2010 Decision date: 27 April 2011 Jurisdiction: Equity Division Before: White J Decision: Stand the proceedings over to a convenient date for the purpose of making final orders and to hear argument on costs. Catchwords: CORPORATIONS - share purchase agreement - whether director and company entered into agreement for purchase of director's shares in subsidiary companies of which he was sole director - whether share purchase agreement binding - plaintiffs failed to establish basis on which share purchase agreement impugned - share purchase agreement binding on company

CORPORATIONS - contract for service between director and company - whether contract for service binding - where director signed contract for himself and company - terms of contract not considered or approved by directors of company - number of terms of contract contrary to interests of company - directors had agreed to pay director a salary but had not agreed to engage director as a consultant to be paid a fee for services - contract of services not binding on company - director entitled to remuneration paid by company in accordance with company's constitution

CORPORATIONS - contract for service between sole director of company and company - whether contract for service binding - where sole director signed contract for himself and company - clear conflict between as a director and duty to company in entering into contract - number of terms of contract contrary to interests of company and could not be justified as reasonable accommodation of both parties - director breached duties as director of company in entering into contract for service - contract not binding on company - contract avoided by service of statement of claim - director entitled to remuneration as resolved by company in accordance with s 202A of the Corporations Act 2001 (Cth)