Catchwords:
CORPORATIONS – parents lend $800,000 to son to buy ice cream business in Australia – parents live overseas – company formed – parents are shareholders and son is director – son runs business – son repays half of loan – son allotted 1,800 shares and becomes majority shareholder – son repays loan – son dies leaving shares to de facto husband – parents seek to correct register 14 years after shares allotted.
SHARE ISSUE – power to allot shares – principles at [115]-[126] – allotment with knowledge and consent of parents.
DIRECTORS – power to appoint director – whether director had power to appoint replacement director by a Will – cannot ‘hand down’ a directorship – power to appoint director ceased on death, at [154]-[159] – s201F Corporations Act 2001 at [170]-[171].
PROBATE – whether executor can exercise power to take appointment as director prior to grant of probate, considering Lockrey v Barnard James Fussell [2019] NSWCA 299 at [163]-[167] – appointment ineffective in any event – section 44 Probate and Administration Act does not cure invalid acts.
CORPORATIONS – s 1322 Corporations Act – “just and equitable” at [176] – “substantial injustice” at [178].
EVIDENCE – events 16 to 20 years ago – reliance on what deceased said at [7] – forgery – onus and standard of proof at [8]-[9] – comparison of handwriting at [82] – Jones v Dunkel inference from failure to produce documents at [138]
EQUITY – laches at [181]-[194] – estoppel at [195]-[199] – plaintiffs’ silence did not amount to a representation as no duty to inform the defacto husband
Article source: https://jade.io/viewArticle.html?aid=764845&pid=-1&h=406995063