Cody v Live Board Holdings Limited [2014] NSWSC 78

Supreme Court New South Wales

Medium Neutral Citation: Cody v Live Board Holdings Limited [2014] NSWSC 78 Hearing dates: 18 December 2013 Decision date: 17 February 2014 Jurisdiction: Equity Division - Corporations List Before: Brereton J Decision: Application for declaration that company had power and authority to make share issue refused. Catchwords: CORPORATIONS - share capital - shares - where declaration sought that company had power and authority to make share issue - where shareholders' agreement and company constitution included provisions regulating the issue of shares - whether agreement and constitution complied with - effect of non-compliance - declaration refused Legislation Cited: (CTH) Corporations Act 2001, s124(1)(a), s125, s233, s254A(1), s254E Cases Cited: MYT Engineering Pty Ltd v Mulcon Pty Ltd (1999) 195 CLR 636 Re Duomatic Ltd [1969] 2 Ch 365 Whitehouse v Carlton Hotel Pty Ltd (1987) 162 CLR 285 Category: Principal judgment Parties: Pierce Patrick Cody (first plaintiff) Finola Anne Burke (second plaintiff) Richard Charles Ochojski (third plaintiff) Live Board Holdings Limited (first defendant) Pier Blue Pty Ltd (second defendant) Solitair Capital Pty Ltd (third defendant) Cody Investments Pty Ltd (fourth defendant) Ross McCreath (fifth defendant) Ed St John (sixth defendant) Randal Leeb-Du Toit (seventh defendant) Avapple Nominees Pty Ltd (eighth defendant) PJ Inge Executive superannuation Fund Pty Ltd (ninth defendant) Wilnix Super Pty Ltd (tenth defendant) Paul Adam Shipley (eleventh defendant) Catherine May Kenny (twelfth defendant) Robert Mactier (thirteenth defendant) Anna Houssels (fourteenth defendant) Bruce Michael Mann (fifteenth defendant) Representation: Counsel: Mr C R Newlinds SC w B Kremer (plaintiffs) Ms M Bateman (second defendant) Solicitors: Whittens & McKeough (plaintiffs) Phontos Legal (second defendant) File Number(s): 2013/ 359378