Albarran v Young [2005] FCA 1905

Albarran v Young [2005] FCA 1905

The ASIC extract dated 15 November 2005 showed, prima facie and without contrary evidence, that by 25 October 2005 POPA had ceased to be a member of the Company, Mr Young held all issued shares, and Messrs Young and Weeks were directors. Accordingly, POPA could not validly pass shareholder resolutions on 15 November 2005 to remove and appoint directors, and Messrs Quarry and Peacock could not validly resolve to appoint the applicants as administrators. The applicants' purported appointment was therefore invalid.

Jurisdiction
Australia
Judgment Date
30 November 2005
Procedural Posture
Application for Declarations Concerning Validity of Appointment of Administrators Under Part 5.3 a of the Corporations Act 2001 (cth) / Hearing of Amended Originating Process
Outcome
Declarations made; proceeding otherwise dismissed; hearing on 2 December 2005 vacated; no order as to costs.
Legal Topics
['voluntary Administration' 'receivers and Managers' 'validity of Corporate Resolutions' 'asic Records as Prima Facie Evidence' 'shareholder and Director Appointments']
['corporations Law' 'insolvency'] ['voluntary Administration' 'receivers and Managers' 'validity of Corporate Resolutions' 'asic Records as Prima Facie Evidence' 'shareholder and Director Appointments']

Case Brief

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Procedural Posture

Application for Declarations Concerning Validity of Appointment of Administrators Under Part 5.3 a of the Corporations Act 2001 (cth) / Hearing of Amended Originating Process

Legal Issues

  1. 1 ['Whether the applicants were validly appointed administrators of 13 Grenfell Street Pty Limited on 15 November 2005 pursuant to Part 5.3A of the Corporations Act 2001 (Cth).' 'Whether resolutions purportedly passed on 15 November 2005 by POPA Pty Limited as shareholder of 13 Grenfell Street Pty Limited, and the subsequent appointments of Beau Quarry and Tracey Peacock as directors, were void and of no effect.']

Ratio Decidendi

The ASIC extract dated 15 November 2005 showed, prima facie and without contrary evidence, that by 25 October 2005 POPA had ceased to be a member of the Company, Mr Young held all issued shares, and Messrs Young and Weeks were directors. Accordingly, POPA could not validly pass shareholder resolutions on 15 November 2005 to remove and appoint directors, and Messrs Quarry and Peacock could not validly resolve to appoint the applicants as administrators. The applicants' purported appointment was therefore invalid.

Court Disposition

Declarations made; proceeding otherwise dismissed; hearing on 2 December 2005 vacated; no order as to costs.

Orders

  • ['The plaintiffs were not validly appointed administrators of 13 Grenfell Street Pty Limited pursuant to Part 5.3A of the Corporations Act 2001 (Cth) on Tuesday, 15 November 2005 or at all.' 'The purported resolutions passed on 15 November 2005 by POPA Pty Limited as shareholder of 13 Grenfell Street Pty Limited...