Where a company payment to a director exceeds the debt owed to that director, the excess is recoverable as money had and received on restitutionary principles, with the cause of action accruing from the date of receipt rather than the date of demand. A director who withdraws company funds without authority commits a breach of fiduciary duty recoverable under s 598(2) of the Corporations Act, and shareholders cannot ratify such a breach where it would render the company insolvent. Relief under s 1318 requires the director to have acted honestly.
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