Londish v Sheahan & Lock in Re Valofo Pty Ltd [2009] NSWSC 1175

Londish v Sheahan & Lock in Re Valofo Pty Ltd [2009] NSWSC 1175

The purported removal and replacement of applicant as director of Londish Nominees Queensland Pty Ltd and Valofo Pty Ltd were not valid acts or resolutions in accordance with s 249B Corporations Act 2001 or relevant company constitutions. Consequently, the appointment of administrators was not valid and administrators were not duly appointed.

Jurisdiction
Australia
Judgment Date
02 October 2009
Procedural Posture
Interlocutory Application / Judgment
Outcome
Declarations and orders granted; appointment of administrators and director removals/appointments held invalid; court orders issued to cease administration, set aside summonses and production orders, rectify ASIC records, and award costs.
Legal Topics
['external Administration' 'voluntary Administration' 'appointment of Administrators' 'appointment and Removal of Directors' 'procedural and Substantive Acts Under Corporations Act']
['corporations'] ['external Administration' 'voluntary Administration' 'appointment of Administrators' 'appointment and Removal of Directors' 'procedural and Substantive Acts Under Corporations Act']

Case Brief

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Procedural Posture

Interlocutory Application / Judgment

Legal Issues

  1. 1 ['Whether administrators of Valofo Pty Limited were validly appointed' 'Validity of removal and replacement of directors under Corporations Act 2001 and company constitutions' 'Whether relief under ss 447A and 1322 of the Corporations Act 2001 can cure invalid appointments']

Ratio Decidendi

The purported removal and replacement of applicant as director of Londish Nominees Queensland Pty Ltd and Valofo Pty Ltd were not valid acts or resolutions in accordance with s 249B Corporations Act 2001 or relevant company constitutions. Consequently, the appointment of administrators was not valid and administrators were not duly appointed.

Court Disposition

Declarations and orders granted; appointment of administrators and director removals/appointments held invalid; court orders issued to cease administration, set aside summonses and production orders, rectify ASIC records, and award costs.

Orders

  • ['Declare that John Sheahan and Ian Lock have not been validly appointed as Administrators of Valofo Pty Limited.' 'Order pursuant to Corporations Act 2001 s 447A that the purported administration of Valofo Pty Limited end.' 'Order that Summons for Examination issued on 13 August 2009 addressed to the Applicant,...