Gordon v Allied Meridian Pty Ltd [1999] NSWSC 558

Gordon v Allied Meridian Pty Ltd [1999] NSWSC 558

The plaintiff remains a director of the first defendant as his office was not vacated under Article 93 without an open and notorious admission of insolvency and without affording him an opportunity to respond; the resolution appointing an administrator was void, and the claim under s 246AA of the Corporations Law failed as conduct was not objectively oppressive.

Jurisdiction
Australia
Judgment Date
28 May 1999
Procedural Posture
Equity Proceedings / Judgment
Outcome
Plaintiff remains a director; appointment of administrator void; claim under s 246AA dismissed; proceedings adjourned to consider costs.
Legal Topics
['directors' 'office Vacated If Insolvent' 'appointment of Administrator' 'oppression Remedy']
['corporations'] ['directors' 'office Vacated If Insolvent' 'appointment of Administrator' 'oppression Remedy']

Case Brief

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Procedural Posture

Equity Proceedings / Judgment

Legal Issues

  1. 1 ["Meaning of 'insolvent' in company articles" 'Whether plaintiff was insolvent on 9 April 1999' "Plaintiff's status as director" 'Validity of single director board resolutions' 'Effect of defect in appointment of administrator' 'Entitlement to relief under s 246AA of the Corporations Law']

Ratio Decidendi

The plaintiff remains a director of the first defendant as his office was not vacated under Article 93 without an open and notorious admission of insolvency and without affording him an opportunity to respond; the resolution appointing an administrator was void, and the claim under s 246AA of the Corporations Law failed as conduct was not objectively oppressive.

Court Disposition

Plaintiff remains a director; appointment of administrator void; claim under s 246AA dismissed; proceedings adjourned to consider costs.

Orders

  • ['Declaration that plaintiff remains a director of first defendant.' 'Declaration that resolution appointing administrator is void.' 'Claim under s 246AA of the Corporations Law dismissed.' 'Proceedings adjourned to 3 June 1999 to consider costs and short minutes of order.' 'Administrator allowed to file motion for...