Australian Aloe Marketing Ltd v Australian Aloe Ltd and Ors [2002] NSWSC 941

Australian Aloe Marketing Ltd v Australian Aloe Ltd and Ors [2002] NSWSC 941

Resolution 4.1 was interdependent with resolutions 2.1, 2.2, 2.3 and 3 and could not properly be considered until the fate of those resolutions was known. Because those resolutions were adjourned to 18 October 2002, the only meeting capable of properly considering resolution 4.1 was that adjourned meeting. The chairman therefore invalidly declared resolution 4.1 to have lapsed, and the failure to adjourn it with the rest of the linked business was a procedural irregularity under s.1322 of the Corporations Law warranting relief.

Jurisdiction
Australia
Judgment Date
01 October 2002
Procedural Posture
Equity Proceedings Concerning an Investment Scheme and a Cross Claim for Declarations and Relief Under S.1322 of the Corporations Law / Determination of the Second to Fourth Defendants' Cross Claim
Outcome
Cross Claim allowed; declarations and orders made as sought in the Cross Claim; costs awarded to the Cross Claimants.
Legal Topics
['meetings of Holders of Prescribed Interests' 'procedural Irregularity' 'quorum' 'adjournment of Meeting' 'removal of Manager of Investment Scheme' 'specific Performance of Investment Deed Obligations']
['corporations' 'equity'] ['meetings of Holders of Prescribed Interests' 'procedural Irregularity' 'quorum' 'adjournment of Meeting' 'removal of Manager of Investment Scheme' 'specific Performance of Investment Deed Obligations']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Equity Proceedings Concerning an Investment Scheme and a Cross Claim for Declarations and Relief Under S.1322 of the Corporations Law / Determination of the Second to Fourth Defendants' Cross Claim

Legal Issues

  1. 1 ['Whether the chairman validly declared resolution 4.1 for removal of the Manager to have lapsed at the 20 September 2002 meeting.' 'Whether resolution 4.1 could be considered before the fate of linked special and ordinary resolutions was known.' 'Whether the failure to adjourn the whole business of the meeting, including resolution 4.1, was a procedural irregularity under s.1322 of the Corporations Law.' 'Whether relief should be granted under s.1322(4) of the Corporations Law or by specific performance of the Investment Deed.']

Ratio Decidendi

Resolution 4.1 was interdependent with resolutions 2.1, 2.2, 2.3 and 3 and could not properly be considered until the fate of those resolutions was known. Because those resolutions were adjourned to 18 October 2002, the only meeting capable of properly considering resolution 4.1 was that adjourned meeting. The chairman therefore invalidly declared resolution 4.1 to have lapsed, and the failure to adjourn it with the rest of the linked business was a procedural irregularity under s.1322 of the Corporations Law warranting relief.

Court Disposition

Cross Claim allowed; declarations and orders made as sought in the Cross Claim; costs awarded to the Cross Claimants.

Orders

  • ['Declared that the failure to adjourn the whole of the business of the meeting on 20 September 2002 to the meeting of 18 October 2002 was a procedural irregularity within the meaning of s.1322 of the Corporations Law.' "Relief granted pursuant to s.1322(4)(b) of the Corporations Law so that the chairman's...