Palmos v Wilson [1955] HCA 65

Palmos v Wilson [1955] HCA 65

The requirement in the articles for consent by extraordinary resolution to the sale of the freehold property is satisfied by a general authority to sell given to the directors, and does not require consent to a particular sale or its terms. The resolution of 1950 was sufficient to authorize the sale effected in 1955.

Parties
Appellant: Jerry Palmos; Appellant: Elizabeth Palmos; Appellant: Roy Wentworth Ralph; Respondent: Robert Frederick Genge Wilson; Respondent: Wilfred Manning Hall; Respondent: George Royden Howard Gill; Respondent: Ernest Frederick Stewart; Respondent: Heindorffs Building Company Limited; Respondent: Australia and New Zealand Bank Limited
Jurisdiction
Australia
Procedural Posture
Civil / Appeal From the Supreme Court of Queensland
Outcome
Appeal dismissed
Legal Topics
Construction of Articles of Association, Directors' Powers, Extraordinary Resolution, Sale of Company Property
Company Law Construction of Articles of Association Directors' Powers Extraordinary Resolution Sale of Company Property

Case Brief

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Parties

Jerry Palmos

Appellant

Elizabeth Palmos

Appellant

Roy Wentworth Ralph

Appellant

Robert Frederick Genge Wilson

Respondent

Wilfred Manning Hall

Respondent

George Royden Howard Gill

Respondent

Ernest Frederick Stewart

Respondent

Heindorffs Building Company Limited

Respondent

Australia and New Zealand Bank Limited

Respondent

Procedural Posture

Civil / Appeal From the Supreme Court of Queensland

Legal Issues

  1. 1 Whether the consent required by article 107(13) is satisfied by a general extraordinary resolution authorising the directors to sell company property, or whether consent to a specific sale is necessary
  2. 2 Whether the sale made pursuant to the 1950 extraordinary resolution was intra vires the directors

Ratio Decidendi

The requirement in the articles for consent by extraordinary resolution to the sale of the freehold property is satisfied by a general authority to sell given to the directors, and does not require consent to a particular sale or its terms. The resolution of 1950 was sufficient to authorize the sale effected in 1955.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with costs