Cao v Apollo Phoenix Resources Pty Ltd [2018] FCA 1445

Cao v Apollo Phoenix Resources Pty Ltd [2018] FCA 1445

The applicant failed to establish that the notices given for the relevant board meetings were unreasonable; the company was entitled to rely on the usual practice of giving notice through Mr Yu; absence from six consecutive meetings without special leave justified the declaration of vacation of office under the constitution. There was no evidence that the procedure adopted was unreasonable or unfairly prejudicial in the statutory sense.

Parties
Applicant/plaintiff: Zhong Cao; Respondent/defendant: Apollo Phoenix Resources Pty Ltd ACN 158 977 881
Jurisdiction
Australia
Judgment Date
20 September 2018
Procedural Posture
Corporations Law Interlocutory Application / Interlocutory Application Seeking Final Relief; Judgment at First Instance
Outcome
Application dismissed
Legal Topics
Director Removal, Notice of Directors' Meetings, Reasonable Notice, Oppressive Conduct, Interpretation of Company Constitution
Corporations Law Director Removal Notice of Directors' Meetings Reasonable Notice Oppressive Conduct Interpretation of Company Constitution

Case Brief

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Parties

Zhong Cao

Applicant/plaintiff

Apollo Phoenix Resources Pty Ltd ACN 158 977 881

Respondent/defendant

Procedural Posture

Corporations Law Interlocutory Application / Interlocutory Application Seeking Final Relief; Judgment at First Instance

Legal Issues

  1. 1 Whether the applicant was given reasonable notice of directors' meetings
  2. 2 Whether the applicant was absent from directors' meetings for six consecutive months within the meaning of the company's constitution
  3. 3 Whether the subsequent vacation of office as director was valid and not oppressive or unfairly prejudicial

Ratio Decidendi

The applicant failed to establish that the notices given for the relevant board meetings were unreasonable; the company was entitled to rely on the usual practice of giving notice through Mr Yu; absence from six consecutive meetings without special leave justified the declaration of vacation of office under the constitution. There was no evidence that the procedure adopted was unreasonable or unfairly prejudicial in the statutory sense.

Court Disposition

Application dismissed

Orders

  • The interlocutory application filed on 31 August 2018 be dismissed.
  • The applicant pay the respondent's costs.