Palmos v Wilson [1955] HCA 65

Palmos v Wilson [1955] HCA 65

The proviso to Article 107(13) is satisfied by an extraordinary resolution granting general consent for the sale of the freehold property, without requiring specific approval of price or sale terms. Such consent remains operative for a reasonable time unless revoked or limited by its terms.

Jurisdiction
Australia
Procedural Posture
Appeal / Final Judgment
Outcome
Appeal dismissed with costs (majority judgment); injunction not granted.
Legal Topics
['company Articles of Association' 'extraordinary Resolution' 'director Powers' 'property Sale Consent']
['corporate Law'] ['company Articles of Association' 'extraordinary Resolution' 'director Powers' 'property Sale Consent']

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Procedural Posture

Appeal / Final Judgment

Legal Issues

  1. 1 ['Proper construction of Article 107(13) of the articles of association concerning sale of freehold property' 'Whether consent required by Article 107(13) is consent to sale generally or to specific terms of sale' 'Whether the extraordinary resolution passed in 1950 constitutes sufficient consent' 'Duration and effectiveness of prior consent resolution' "Capacity of company in general meeting to ratify directors' actions"]

Ratio Decidendi

The proviso to Article 107(13) is satisfied by an extraordinary resolution granting general consent for the sale of the freehold property, without requiring specific approval of price or sale terms. Such consent remains operative for a reasonable time unless revoked or limited by its terms.

Court Disposition

Appeal dismissed with costs (majority judgment); injunction not granted.

Orders

  • ['Appeal dismissed with costs.']