In the matter of Winlyn Developments Pty Ltd [2011] NSWSC 1218

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Winlyn Developments Pty Ltd [2011] NSWSC 1218 Hearing dates: 12 October 2011 Decision date: 13 October 2011 Jurisdiction: Equity Division - Corporations List Before: Barrett J Decision: Interlocutory injunctions granted Catchwords: CORPORATIONS - meeting of shareholders convened by two of three shareholders - application by third to restrain holding of meeting and to restrain another shareholder from acting as a director based on a particular purported appointment of him - construction of constitution and replaceable rules as to respective powers of the company in general meeting and the board of directors - held that resolutions to be put before general meeting will, if passed, be devoid of legal effect - held that there is an overwhelmingly strongly arguable case against validity of purported appointment of director - interlocutory injunctions granted Legislation Cited: Corporations Act 2001 (Cth), ss 135, 198A, 201G, 201H, 248A, 248F, 248G, 254D Cases Cited: Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 Gramophone & Typewriter Ltd v Stanley [1906] 2 KB 856 National Roads and Motorists Association v Parker (1986) 6 NSWLR 517 Quin & Axtens Ltd v Salmon [1909] AC 442 Turner v Berner [1978] 1 NSWLR 66 Category: Interlocutory applications Parties: Taiqi Investments (Aust) Pty Ltd - Plaintiff Winlyn Developments Pty Ltd - First Defendant Yu Wen Cao - Second Defendant Sheng Zheng aka Sam Zheng - Third Defendant Jianbiao Zheng - Fourth Defendant HRP Capital Pty Ltd - Fifth Defendant Representation: Mr G D McDonald - Plaintiff Mr R S Angyal SC - Defendant Rutland's Law Firm - Plaintiff Haworth & Lexon Lawyers (Sydney) - Defendants File Number(s): 2011/00309806