Aztech Science v Atlanta Aerospace (Woy Woy)

[2005] NSWCA 319

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Pre-registration contracts
3. › Corporations Act 2001 (Cth), s 131
4. › Time agreed by parties for registration and ratification
5. › Whether oral conversation varied 60-day period in written contract
6. › Whether 'agreed' in s 131(1)(a) requires contractually binding agreement or mere arrangement
7. › Whether estoppel can satisfy statutory requirement of agreement
1. Contract
2. › Pre-registration contracts
3. › Ratification
4. › What constitutes ratification by newly formed company
5. › Whether conduct sufficient or formal act required
6. › Whether ratification must be communicated to other parties
7. › Corporations Act 2001 (Cth), s 131(1)
1. Evidence
2. › Further evidence on appeal
3. › Supreme Court Act 1970 (NSW), s 75A(8)
4. › Special grounds
5. › Whether evidence available at trial but not tendered may be admitted
6. › Distinction between 'further evidence' and 'fresh evidence'
7. › Factors relevant to exercise of discretion
1. Agency
2. › Authority of agent
3. › Whether employee had actual or implied authority to bind principal
4. › Inference of authority from circumstances

Quick Take

The time agreed for registration and ratification under s 131(1)(a) of the Corporations Act 2001 (Cth) may be varied by an informal oral arrangement between the parties, and need not be varied by a contractually binding agreement. Ratification of a pre-registration contract may be inferred from conduct, including payments made under the contract by the directing mind of the newly formed company. Under s 75A(8) of the Supreme Court Act 1970 (NSW), evidence that was available but not tendered at trial may be admitted on appeal if special grounds exist; the statutory reference to 'further evidence' rather than 'fresh evidence' means unavailability at trial is not a prerequisite.