Corporate Affairs Commission v Drysdale [1978] HCA 52

Corporate Affairs Commission v Drysdale [1978] HCA 52

Section 124 of the Companies Act, 1961 (NSW) applies to a de facto director because such a person occupies the office and undertakes the relevant duties, and accordingly is subject to the statutory responsibilities and liabilities of a director, regardless of the validity of appointment.

Jurisdiction
Australia
Procedural Posture
Appeal / Special Leave to Appeal and Appeal Determination
Outcome
Appeal allowed
Legal Topics
["directors' Duties" 'de Facto Directors' 'statutory Interpretation' 'liability of Company Officers']
['corporations Law' 'criminal Law'] ["directors' Duties" 'de Facto Directors' 'statutory Interpretation' 'liability of Company Officers']

Case Brief

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Procedural Posture

Appeal / Special Leave to Appeal and Appeal Determination

Legal Issues

  1. 1 ['Does section 124 of the Companies Act, 1961 (NSW), as amended, apply to de facto directors?' "Is a person acting as a director, without lawful appointment or after expiry of their term, still subject to statutory directors' duties under s.124?"]

Ratio Decidendi

Section 124 of the Companies Act, 1961 (NSW) applies to a de facto director because such a person occupies the office and undertakes the relevant duties, and accordingly is subject to the statutory responsibilities and liabilities of a director, regardless of the validity of appointment.

Court Disposition

Appeal allowed

Orders

  • ['Special leave to appeal granted' 'Order of the Court of Criminal Appeal of the Supreme Court of New South Wales set aside' 'Order that the question asked in the stated case be answered in the affirmative' 'Case returned to the District Court with this statement of opinion']