Cadwallader v Bajco [1999] NSWSC 439

Cadwallader v Bajco [1999] NSWSC 439

The motion was denied because the issue of the validity of the administrators' appointment was bound up with substantial factual allegations concerning the directors' good faith and purposes, making it a matter for the Court rather than a referee; and determination as a separate question would be impractical and unsafe because it would consume most of the hearing time and risk excluding facts before and after the resolution that might illuminate the directors' purposes.

Jurisdiction
Australia
Judgment Date
27 April 1999
Procedural Posture
Corporations Proceedings Concerning the Validity of the Appointment of Voluntary Administrators / Amended Notice of Motion Seeking Appointment of a Referee Under Part 72 of the Supreme Court Rules Or, Alternatively, Determination of a Separate Question Under Part 31 Rule 2
Outcome
Motion denied
Legal Topics
["directors' Duties" 'appointment of Voluntary Administrator' 'good Faith and Proper Purposes' 'appointment of Referee' 'separate Question']
['corporations' 'civil Procedure' 'equity'] ["directors' Duties" 'appointment of Voluntary Administrator' 'good Faith and Proper Purposes' 'appointment of Referee' 'separate Question']

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Procedural Posture

Corporations Proceedings Concerning the Validity of the Appointment of Voluntary Administrators / Amended Notice of Motion Seeking Appointment of a Referee Under Part 72 of the Supreme Court Rules Or, Alternatively, Determination of a Separate Question Under Part 31 Rule 2

Legal Issues

  1. 1 ['Whether a referee should be appointed under Part 72 of the Supreme Court Rules to consider whether the second defendants were validly appointed administrators of the first defendant pursuant to section 436A of the Corporations Law.' 'Whether the same question should be determined separately and before the other questions in the proceedings under Part 31 rule 2 of the Supreme Court Rules.' "Whether the directors' resolution appointing an administrator raised substantial factual issues concerning good faith and proper purposes."]

Ratio Decidendi

The motion was denied because the issue of the validity of the administrators' appointment was bound up with substantial factual allegations concerning the directors' good faith and purposes, making it a matter for the Court rather than a referee; and determination as a separate question would be impractical and unsafe because it would consume most of the hearing time and risk excluding facts before and after the resolution that might illuminate the directors' purposes.

Court Disposition

Motion denied

Orders

  • ['Application in the amended notice of motion denied in whole.' 'Costs of the amended notice of motion be costs of the proceedings.']