Section 420A of the Corporations Act does not confer a private right of action for damages on either the corporation whose property is sold or on guarantors; rather, it redefines the standard of the pre-existing equitable duty owed by a mortgagee exercising power of sale. A guarantor's remedy for breach of s 420A lies in equitable set-off (having the correct credit brought into account in calculating the principal debt), not in a cross-claim for damages. However, contractual provisions in a guarantee that suspend the guarantor's right to raise set-offs or counterclaims until the guaranteed money is paid are valid and enforceable, and are not contrary to public policy as ousting the jurisdiction of the court. Separate fixed equitable charges given by each partner over partnership property are effective where all partners participate.
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