In the matter of Statewide Office Furniture Pty Ltd [2015] NSWSC 142

In the matter of Statewide Office Furniture Pty Ltd [2015] NSWSC 142

Resolutions passed at the 15 December 2014 meeting were invalid due to inquorate attendance; procedural irregularity could not be cured under s 1322(2) as substantial injustice to Mr Bezina was established. The Court made an order under s 249G to convene a meeting of members with a reduced quorum.

Parties
Plaintiff: Simon Stojic; First Defendant: Statewide Office Furniture Pty Ltd; Second Defendant: Anton Stojic; Third Defendant: Ivan Stojic; Fourth Defendant: Josip Bezina
Jurisdiction
Australia
Judgment Date
18 February 2015
Procedural Posture
Corporations Proceedings / Interlocutory Application/order
Outcome
Members' resolutions declared invalid due to lack of quorum; order made convening meeting with reduced quorum under s 249G; restraint on company conduct may remain pending validly constituted meeting.
Legal Topics
Management and Administration, Meetings, Procedural Irregularity, Members' Resolutions, Quorum Requirements
Corporations Law Management and Administration Meetings Procedural Irregularity Members' Resolutions Quorum Requirements

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Parties

Simon Stojic

Plaintiff

Statewide Office Furniture Pty Ltd

First Defendant

Anton Stojic

Second Defendant

Ivan Stojic

Third Defendant

Josip Bezina

Fourth Defendant

Procedural Posture

Corporations Proceedings / Interlocutory Application/order

Legal Issues

  1. 1 Whether resolutions passed at an inquorate meeting are valid
  2. 2 Whether procedural irregularity due to lack of quorum can be cured under s 1322 of the Corporations Act
  3. 3 Whether an order under s 249G should be made to convene a members meeting with reduced quorum

Ratio Decidendi

Resolutions passed at the 15 December 2014 meeting were invalid due to inquorate attendance; procedural irregularity could not be cured under s 1322(2) as substantial injustice to Mr Bezina was established. The Court made an order under s 249G to convene a meeting of members with a reduced quorum.

Court Disposition

Members' resolutions declared invalid due to lack of quorum; order made convening meeting with reduced quorum under s 249G; restraint on company conduct may remain pending validly constituted meeting.

Orders

  • Declarations that resolutions passed at inquorate meeting are invalid.
  • Order under s 249G of the Corporations Act convening a meeting of members with a quorum less than prescribed by articles.