Hawcroft v Jamieson [2017] NSWSC 1478

Supreme Court New South Wales

Medium Neutral Citation: Hawcroft v Jamieson [2017] NSWSC 1478 Hearing dates: 11 and 12 April 2017 Decision date: 31 October 2017 Before: Gleeson JA Decision: (1) Declare that the resolution of directors of Hawcroft General Trading Co Pty Ltd (the company) on 28 June 2016 adopting the terms of the chairperson proposal tabled at a meeting of directors of the company on 1 February 2016 and appointing the first defendant as the chairperson of the company is invalid and of no effect.

(2) Otherwise dismiss the amended statement of claim filed 21 February 2017, except in relation to the question of costs.

(3) Any party seeking an order for costs different to that proposed in [290] of these reasons, and in respect of the plaintiff's application for an order for interest on costs, such party and the plaintiff (as the case may be) shall file and serve written submissions not exceeding 4 pages and any affidavit evidence in relation to the issue of costs within 14 days of these reasons. Each other party may file and serve written submissions in reply not exceeding 3 pages and any affidavit evidence in reply within 21 days of these reasons. Subject to any application for an oral hearing in relation to costs, direct that the question of costs will be dealt with on the papers. Catchwords: CORPORATIONS – membership, rights and remedies – validity of resolution of directors of company – where resolution purported to appoint director as chairperson with authority and remuneration additional to that of other directors – whether chairperson resolution was beyond the power of the directors under the constitution – where constitution provided that the directors may delegate their powers to committees of such member or members of their body as they think fit – where constitution also provided that remuneration of directors be determined by the company in general meeting – whether invalid part of single resolution of directors severable.