In the matter of Chapmans Ltd ACN 000 012 386 (No 3) [2015] NSWSC 2082

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Chapmans Ltd ACN 000 012 386 (No 3) [2015] NSWSC 2082 Hearing dates: 20 May 2015 Date of orders: 20 May 2015 Decision date: 20 May 2015 Jurisdiction: Equity - Corporations List Before: Brereton J Decision: Orders 1 and 2 made on 4 May 2015 continue permanently; claims for relief in paragraphs 8, 9, 9A, 10 and 11 of the further amended originating process filed 11 May 2015 dismissed. Catchwords: CORPORATIONS – management and administration – meetings – annual general meeting – recommendations by directors on voting – whether contractual obligation to recommend voting in favour of resolution – conditions precedent and subsequent in deed of release and compromise – whether positive obligation to ensure fulfilment of conditions – construction of deed – interaction with directors' fiduciary obligations.

CORPORATIONS – management and administration – meetings – annual general meeting – orders requiring votes to be cast in favour of certain resolutions – absence of personal covenant in deed of release and compromise – effect of (CTH) Corporations Act 2001, s 611, on construction of deed. Legislation Cited: (CTH) Corporations Act 2001, s 12, s 611 Category: Principal judgment Parties: Peter Michael Kenneth Koadlow (plaintiff) Chapmans Ltd ACN 000 012 386 (first defendant) Peter James Dykes (second defendant) Anthony John Dunlop (third defendant) Representation: Counsel: A J Payne SC w G Huxley (plaintiff) W Muddle SC w J Little (defendant)