The Court held that a deed providing for management services to an owners corporation was unenforceable where the manager was in substance a 'managing agent' under s 78 of the Strata Titles Act 1973 but did not hold the required strata managing agent's licence under s 78(1AA), rendering the appointment both outside the owners corporation's power and unenforceable for illegality. The Court further held that successive assignments of the management deed were ineffective because no assignee entered into a deed in favour of the owners corporation to observe the deed's obligations, as required by the assignment clause properly construed, and because notice of certain assignments was not given to the owners corporation as required by s 12 of the Conveyancing Act 1919. The indoor management rule protected the original counterparty from the owners corporation's challenge based on irregularities in the first AGM, but could not cure the illegality of appointing an unlicensed managing agent, and the owners corporation's delay in commencing proceedings did not constitute waiver or election.
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