Hino Group Pty Ltd v Singh and Anor [2024] NSWDC 124

Hino Group Pty Ltd v Singh and Anor [2024] NSWDC 124

The execution of the contract by a single director who was also the company secretary complied with both s 127(1)(b) of the Corporations Act 2001 and the plaintiff's constitution. Alternatively, any invalidity in execution was ratified by the plaintiff's subsequent conduct. The Notice of Termination and Letter of Demand were valid and did not extend the time for payment. Judgment is therefore for the plaintiff for the outstanding contractual deposit.

Parties
Plaintiff: Hino Group Pty Ltd; First Defendant: Kulwant Singh; Second Defendant: Kiran Sarao
Jurisdiction
Australia
Judgment Date
19 April 2024
Procedural Posture
Civil / Principal Judgment
Outcome
Judgment for the plaintiff.
Legal Topics
Execution of Contracts by Companies, S 127 Corporations Act, Company Constitution, Contract Ratification, Notice of Termination, Letter of Demand
Contract Law Corporations Law Execution of Contracts by Companies S 127 Corporations Act Company Constitution Contract Ratification Notice of Termination Letter of Demand

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Parties

Hino Group Pty Ltd

Plaintiff

Kulwant Singh

First Defendant

Kiran Sarao

Second Defendant

Procedural Posture

Civil / Principal Judgment

Legal Issues

  1. 1 Whether execution of the contract by a single director who is also the company secretary complied with s 127(1)(b) of the Corporations Act 2001 when the company had two directors.
  2. 2 Whether the contract was properly executed having regard to the plaintiff's constitution.
  3. 3 Whether there was ratification of the contract by the plaintiff company.

Ratio Decidendi

The execution of the contract by a single director who was also the company secretary complied with both s 127(1)(b) of the Corporations Act 2001 and the plaintiff's constitution. Alternatively, any invalidity in execution was ratified by the plaintiff's subsequent conduct. The Notice of Termination and Letter of Demand were valid and did not extend the time for payment. Judgment is therefore for the plaintiff for the outstanding contractual deposit.

Court Disposition

Judgment for the plaintiff.

Orders

  • Judgment and verdict for the plaintiff against the defendants in the sum of $692,250.
  • Interest thereon at the rates pertaining from time to time pursuant to the provisions of s 100 of the Civil Procedure Act 2005.