Harpro Group Pty Ltd v BM Sydney Building Materials Pty Ltd [2018] NSWSC 603

Supreme Court New South Wales

Medium Neutral Citation: Harpro Group Pty Ltd v BM Sydney Building Materials Pty Ltd [2018] NSWSC 603 Hearing dates: 3 May 2018 Decision date: 03 May 2018 Jurisdiction: Equity - Technology and Construction List Before: Stevenson J Decision: Application to dismiss proceedings itself dismissed; declare that second defendant has been removed as a director of plaintiff; plaintiff to provide security for costs of $60,000 Catchwords: PROCEEDINGS – whether solicitors for plaintiff retained by plaintiff absent instructions from second defendant as director – whether proceedings liable to be dismissed for that reason - whether second defendant was still a director of plaintiff at time of retainer

CORPORATIONS – whether second defendant was removed as director of the plaintiff at a meeting of members of the plaintiff – whether meeting of members at which resolution passed was convened in accordance with provisions of constitution of the plaintiff – whether any shortcoming was a procedural irregularity for the purpose of s 1322 of Corporations Act 2001 (Cth)

COSTS – security for costs - where plaintiff admittedly impecunious – whether such impecuniosity caused by conduct complained of in proceedings – whether ordering security would stultify proceedings – whether costs likely to be incurred will be duplicated in proceedings ordered to be heard concurrently Legislation Cited: Corporations Act 2001 (Cth) Cases Cited: Bell Wholesale Corp Pty Limited v Gates Export Group (No 2) (1984) 8 ACLR 688 at 591. BM Sydney Building Materials Pty Ltd v AWT Building Group (AUST) Pty Ltd; BM Sydney Building Materials Pty Ltd v AWT Building Pty Ltd [2017] NSWCA 177 Northside Developments Pty Ltd v Registrar-General (1990) 170 CLR 146; [1990] HCA 32 Category: Procedural and other rulings Parties: Harpro Group Pty Ltd (Plaintiff) BM Sydney Building Materials Pty Ltd (First Defendant) Ngoc Anh Thu Le (Second Defendant) Ming Lee (Third Defendant) Representation: Counsel: A Norrie (Plaintiff) B Phillips (Defendants)