Summerdowns Rail Ltd v Stevens [2015] NSWSC 321

Supreme Court New South Wales

Medium Neutral Citation: Summerdowns Rail Ltd v Stevens [2015] NSWSC 321 Hearing dates: 2 December 2014 Date of orders: 01 April 2015 Decision date: 01 April 2015 Jurisdiction: Equity Division Before: Robb J Decision: (1) Order that the plaintiff's originating process be dismissed.

(2) Order the plaintiff to pay the defendants' costs of the proceedings. Catchwords: CORPORATIONS – claim by plaintiff company for compensation under Corporations Act 2001 (Cth), s 1317H against company secretary and directors of plaintiff for contravention of ss 180, 181 and 182 or equitable duties owed to plaintiff by defendant company officers – where defendants caused payment to be made by plaintiff to company engaged to provide consultancy services of which two defendants were directors – whether resolution made by three of four directors at a meeting authorising the payment valid in circumstances where one director was absent and not given notice of meeting – where plaintiff already obliged under contract to make payment to consultancy company and thus did not adequately prove it suffered any loss Legislation Cited: Corporations Act 2001 (Cth), ss 79, 180, 181, 182, 248C, 1317H, 1317S, 1318, 1322 Cases Cited: Broadway Motors Holdings Pty Ltd (in liq) and the Companies (New South Wales) Code (1986) 6 NSWLR 45 Kuhl v Zürich Financial Services Australia Ltd & Anor. [2011] HCA 11; 243 CLR 361 Mitropoulos v The Greek Orthodox Church and Community of Marrickville & District Ltd (1993) 10 ACSR 134 Schellenberg v Tunnel Holdings Pty Ltd [2000] HCA 18; 200 CLR 121 Shum Yip Properties Ltd v Chatswood Investment & Development Pty Ltd [2002] NSWSC 13 at [254] Woolworths Ltd v Ryder [2014] NSWCA 223 Texts Cited: Robert P. Austin, Harold Arthur John Ford, Ian M. Ramsay, Company Directors: Principles of Law & Corporate Governance (2005, LexisNexis Butterworths) Category: Principal judgment Parties: Summerdowns Rail Ltd (plaintiff) Andrew John Stevens (first defendant) Lance Nigel Blackbeard (second defendant) Lionel James Barden (third defendant) Representation: Counsel: A Munro (plaintiff) JT Johnson (first defendant)