Buckworth v Gladio Pty Ltd [2016] NSWCA 54

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Buckworth v Gladio Pty Ltd [2016] NSWCA 54 Hearing dates: 19 November 2015 Date of orders: 23 March 2016 Decision date: 23 March 2016 Before: Beazley P at [1] Bergin CJ in Eq at [2] Emmett AJA at [151] Decision: Appeal dismissed. The appellant is to pay the respondents' costs of the appeal. Catchwords: CONTRACT – purchase of shares in company entitling exclusive use of apartment in company title building – contract requiring written consent of company to transfer of shares to purchaser – whether communication of "approval" satisfied provision of contract – whether the purchaser entitled to terminate contract by reason of breach of a condition that the company's books not properly kept

CORPORATIONS – whether member of company entitled to sue company for damages for directors' failure to record a resolution in relation to an aspect of approval by company to install air conditioning in vendor's unit and in part of company property Legislation Cited: Corporations Act 2001 (Cth) Cases Cited: Ardlethan Options Ltd v Easdown (1915) 20 CLR 285 Bailey v New South Wales Medical Defence Union Ltd (1995) 184 CLR 399 Dungowan Manly Pty Ltd v McLaughlin [2012] NSWCA 180; (2012) 98 ACSR 62 Edmond v Ross (1922) SR (NSW) 351 Foss v Harbottle (1843) 2 Hare 461; 67 ER 189 Gladio Pty Ltd v Buckworth [2015] NSWSC 922 Houldsworth v City of Glasgow Bank (1880) 5 App Cas 317 Koompahtoo Local Aboriginal Land Council v Sampine Pty Limited (2007) 233 CLR 115 Moffatt v Farquhar (1877) 7 Ch D 591 State of Victoria v Hodgson & Ors [1992] VR 613 Transfield Shipping Inc v Mercator Shipping Inc [2008] UKHL 48; [2009] 1 AC 61 Category: Principal judgment Parties: Virginia Louise Buckworth (Appellant) Gladio Pty Limited (1st Respondent) Ashdown Home Units Pty Limited (2nd Respondent) Representation: Counsel: DE Grieve QC (Appellant) G Lucarelli (1st Respondent) MA Izzo (2nd Respondent)