Akierman Holdings Pty Ltd v Akerman [2019] NSWSC 1486

Supreme Court New South Wales

Medium Neutral Citation: Akierman Holdings Pty Ltd v Akerman [2019] NSWSC 1486 Hearing dates: 6, 7, 9, 13 November 2018; 13, 14 December 2018; 17 April 2019 Date of orders: 31 October 2019 Decision date: 31 October 2019 Jurisdiction: Equity - Corporations List Before: Parker J Decision: See [359]. Catchwords: CORPORATIONS — Directors and officers — Authority and powers – appointment of managing director by purported resolution of sole director - articles did not provide for sole director – appointment not valid – resolution approving of director's remuneration not valid – payment of legal fees on behalf of company not valid.

CONTRACTS — Formation — Agreement – informal oral agreement for sale of Company property – parties contemplated later execution of formal documents – oral agreement not enforceable.

CONTRACTS — Formation — Agreement – informal written agreements contemplated later execution of formal document but otherwise unqualified and specific in terms – immediately binding if entered with authority.

CORPORATIONS — Directors and officers — Authority – Unanimous Assent – where one share held on trust by estate and transfer not registered until some time later – application of doctrine – informed consent.

CORPORATIONS — Directors and officers — Authority – entry into agreements for sale of land absent proper authority – party likely unaware he lacked proper authority – party a solicitor and likely aware Company's articles must be changed to facilitate sole directorship – validation of agreement to sell Company's share of property under s 1322 refused.