A liquidator bringing claims against former directors for breach of s 180 or contravention of s 182 of the Corporations Act must have a proper factual foundation before commencing proceedings, including credible evidence of the value of property at the relevant time where the case depends on a price/value discrepancy. The allegation that property was worth 'substantially less' than the price paid, without specifying a value or producing supporting evidence, is insufficient. Impropriety under s 182 is not established merely by proof of a bad bargain or a failure to make inquiries; the pleading must grapple with the elements of impropriety and purpose. The court may refuse leave to replead until the plaintiff can demonstrate a proper basis for the allegations.
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