The Corporations Law v G.I.G.A. Investments Pty Ltd & Anor [1995] FCA 452

The Corporations Law v G.I.G.A. Investments Pty Ltd & Anor [1995] FCA 452

Article 113 required a meeting of minds rather than physical presence. Because the minutes disclosed no reason to think that the two directors were unable to deliberate and achieve a meeting of minds about appointing the applicant, the board resolution was valid notwithstanding one director's attendance by telephone, and the applicant's purported appointment as administrator was valid.

Jurisdiction
Australia
Judgment Date
30 June 1995
Procedural Posture
Application Under Ss447 C and 447 D of the Corporations Law Concerning the Validity of a Purported Appointment of an Administrator / Reasons for Judgment After Order Declaring the Purported Appointment Valid
Outcome
The applicant's purported appointment as administrator was declared valid.
Legal Topics
["directors' Meetings" 'telephone Participation in Board Meetings' 'articles of Association' 'appointment of Administrator']
['corporations' 'external Administration' 'voluntary Administration'] ["directors' Meetings" 'telephone Participation in Board Meetings' 'articles of Association' 'appointment of Administrator']

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Procedural Posture

Application Under Ss447 C and 447 D of the Corporations Law Concerning the Validity of a Purported Appointment of an Administrator / Reasons for Judgment After Order Declaring the Purported Appointment Valid

Legal Issues

  1. 1 ['Whether a resolution of the board of the company passed at a meeting at which one of two directors was present by telephone was a valid resolution under art.113 of the articles of association requiring directors to "meet together for the despatch of business".' "Whether the applicant's purported appointment as administrator of the company pursuant to s449C of the Corporations Law was valid."]

Ratio Decidendi

Article 113 required a meeting of minds rather than physical presence. Because the minutes disclosed no reason to think that the two directors were unable to deliberate and achieve a meeting of minds about appointing the applicant, the board resolution was valid notwithstanding one director's attendance by telephone, and the applicant's purported appointment as administrator was valid.

Court Disposition

The applicant's purported appointment as administrator was declared valid.

Orders

  • ["On 23 June 1995 the Court made an order declaring that the applicant's purported appointment as administrator of the company was valid."]