Davison v Vickery's Motors Limited (In Liquidation) [1925] HCA 47

Davison v Vickery's Motors Limited (In Liquidation) [1925] HCA 47

The appeal should be dismissed as the issue of director's authority was not raised at trial and the conduct of the case precluded contesting that question on appeal. On the facts, there was a binding agreement treated as such by both parties and entered on the register, and the irregularity of the directors' meeting did not vitiate the transaction given the articles' saving provision. The majority found for the respondent; two judges dissented, holding no agreement was ever concluded and/or the director lacked binding authority.

Parties
Appellant: Thomas Davison; Respondent: Vickery's Motors Limited (In Liquidation)
Jurisdiction
Australia
Judgment Date
27 November 1925
Procedural Posture
Appeal / High Court Appeal From Supreme Court of Victoria (full Court)
Outcome
Appeal dismissed
Legal Topics
Shareholder Register Rectification, Authority of Director, Ratification in Company Contracts, Withdrawal of Offer for Shares
Company Law Practice and Procedure Shareholder Register Rectification Authority of Director Ratification in Company Contracts Withdrawal of Offer for Shares

Case Brief

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Parties

Thomas Davison

Appellant

Vickery's Motors Limited (In Liquidation)

Respondent

Procedural Posture

Appeal / High Court Appeal From Supreme Court of Victoria (full Court)

Legal Issues

  1. 1 Whether there was a concluded agreement between the appellant and the company for taking up shares;
  2. 2 Whether a director had authority to bind the company to issue shares;
  3. 3 Whether the director’s actions could be ratified by the board;

Ratio Decidendi

The appeal should be dismissed as the issue of director's authority was not raised at trial and the conduct of the case precluded contesting that question on appeal. On the facts, there was a binding agreement treated as such by both parties and entered on the register, and the irregularity of the directors' meeting did not vitiate the transaction given the articles' saving provision. The majority found for the respondent; two judges dissented, holding no agreement was ever concluded and/or the director lacked binding authority.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed with costs