Shirlaw v Graham [2001] NSWSC 612

Shirlaw v Graham [2001] NSWSC 612

The court may use s 447A of the Corporations Law to validate or remedy a technical defect in the directors' resolution appointing an administrator, including where the resolution did not expressly state the directors' opinion of insolvency, as the power is plenary and aims to fulfil the legislative purpose of...

Source-derived case information.

Parties
Plaintiff: Kevin Richard Shirlaw; First Defendant: Colin Keith Graham; Second Defendant: Stephen Michael Larkin
Jurisdiction
Australia
Judgment Date
10 July 2001
Procedural Posture
Final Hearing / Judgment
Outcome
Orders made validating administration.
Legal Topics
Administration of Companies, Validity of Resolution, Court Power to Validate Appointments
Corporations Administration of Companies Validity of Resolution Court Power to Validate Appointments

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Parties

Kevin Richard Shirlaw

Plaintiff

Colin Keith Graham

First Defendant

Stephen Michael Larkin

Second Defendant

Procedural Posture

Final Hearing / Judgment

Legal Issues

  1. 1 Whether the appointment of an administrator was valid where the directors' resolution did not strictly comply with s 436A(1) of the Corporations Law
  2. 2 Whether the court can remedy or validate the appointment under s 447A or s 1322 of the Corporations Law

Ratio Decidendi

The court may use s 447A of the Corporations Law to validate or remedy a technical defect in the directors' resolution appointing an administrator, including where the resolution did not expressly state the directors' opinion of insolvency, as the power is plenary and aims to fulfil the legislative purpose of enabling effective administration for the public benefit.

Court Disposition

Orders made validating administration.

Orders

  • Pursuant to s 447A of the Corporations Law, as from 29 June 2001 Actwane Pty Limited has been validly under administration and Mr Kevin Richard Shirlaw has been the administrator.
  • Same order made with respect to Actwane Hotel Management Pty Limited substituting the date 4 July 2001.