Energy Resources of Australia Ltd, in the matter of Energy Resources of Australia Ltd [2022] FCA 176

Energy Resources of Australia Ltd, in the matter of Energy Resources of Australia Ltd [2022] FCA 176

The Court fixed 28 April 2021 as the effective date of Ms Hanrahan's resignation because the evidence showed she stopped being a director on that day, the failure to notify ASIC within time was the only failure, neither Ms Hanrahan nor ASIC opposed the application, no third-party prejudice was shown, and ERA, Ms Hanrahan and the market had proceeded on the basis that she resigned effective 28 April 2021. The Court relieved ERA from civil liability because the non-compliance was inadvertent, there was no evidence of dishonesty, and no substantial injustice had been or was likely to be caused.

Jurisdiction
Australia
Judgment Date
03 March 2022
Procedural Posture
Corporations Application Under Ss 203 Aa(2) and 1322(4)(c) of the Corporations Act 2001 (cth) / Originating Process Determined on the Papers; Final Orders Made
Outcome
Relief granted.
Legal Topics
['director Resignation' 'notice to Asic' 'relief From Civil Liability' 'statutory Validation of Irregularities']
['corporations Law'] ['director Resignation' 'notice to Asic' 'relief From Civil Liability' 'statutory Validation of Irregularities']

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Procedural Posture

Corporations Application Under Ss 203 Aa(2) and 1322(4)(c) of the Corporations Act 2001 (cth) / Originating Process Determined on the Papers; Final Orders Made

Legal Issues

  1. 1 ["Whether the Court should fix 28 April 2021 as the day Marcia Ellen Hanrahan's resignation as director of Energy Resources of Australia Ltd took effect under s 203AA(2) of the Corporations Act 2001 (Cth)." "Whether Energy Resources of Australia Ltd should be relieved under s 1322(4)(c) of the Corporations Act 2001 (Cth) from any civil liability for failing to lodge notice of Ms Hanrahan's resignation with ASIC within 28 days in accordance with s 205B(5)."]

Ratio Decidendi

The Court fixed 28 April 2021 as the effective date of Ms Hanrahan's resignation because the evidence showed she stopped being a director on that day, the failure to notify ASIC within time was the only failure, neither Ms Hanrahan nor ASIC opposed the application, no third-party prejudice was shown, and ERA, Ms Hanrahan and the market had proceeded on the basis that she resigned effective 28 April 2021. The Court relieved ERA from civil liability because the non-compliance was inadvertent, there was no evidence of dishonesty, and no substantial injustice had been or was likely to be caused.

Court Disposition

Relief granted.

Orders

  • ["Pursuant to s 203AA(2) of the Corporations Act 2001 (Cth) (Corporations Act), the day that Marcia Ellen Hanrahan's resignation as director of the plaintiff took effect is fixed as 28 April 2021." "Pursuant to s 1322(4)(c), the plaintiff be relieved from any civil liability in respect of its failure to lodge notice...