Ox Operations Pty Ltd v Land Mark Property Developments (Vic) Pty Ltd (in liq) [2007] FCA 1221

Ox Operations Pty Ltd v Land Mark Property Developments (Vic) Pty Ltd (in liq) [2007] FCA 1221

A unanimous resolution by the sole shareholder of the plaintiff company ratified the initiation of proceedings, rendering the lack of initial authority curable; the application to dismiss was therefore refused.

Parties
Plaintiff: Ox Operations Pty Ltd; Defendant: Land Mark Property Developments (Vic) Pty Ltd (in liquidation)
Jurisdiction
Australia
Judgment Date
10 August 2007
Procedural Posture
Application Under S 459 G of the Corporations Act 2001 (cth) to Set Aside a Statutory Demand / Interlocutory Process – Application to Dismiss Proceeding
Outcome
Application to dismiss proceeding refused; interlocutory process dismissed; no order as to costs.
Legal Topics
Authority to Commence Proceedings, Ratification by Company Members, Powers of Company Meetings
Corporations Law Practice and Procedure Authority to Commence Proceedings Ratification by Company Members Powers of Company Meetings

Case Brief

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Parties

Ox Operations Pty Ltd

Plaintiff

Land Mark Property Developments (Vic) Pty Ltd (in liquidation)

Defendant

Procedural Posture

Application Under S 459 G of the Corporations Act 2001 (cth) to Set Aside a Statutory Demand / Interlocutory Process – Application to Dismiss Proceeding

Legal Issues

  1. 1 Whether action commenced in company's name without authority can be ratified by members
  2. 2 Whether a general meeting of members can ratify institution of legal proceedings when powers of management are vested in directors

Ratio Decidendi

A unanimous resolution by the sole shareholder of the plaintiff company ratified the initiation of proceedings, rendering the lack of initial authority curable; the application to dismiss was therefore refused.

Court Disposition

Application to dismiss proceeding refused; interlocutory process dismissed; no order as to costs.

Orders

  • The interlocutory process filed on 19 June 2007 be dismissed.
  • There be no order as to costs.