Dolores Correa and The Spanish Club Limited (subject to Deed of Company Arrangement) v Kenneth Michael Whittingham (No 3)

[2012] NSWSC 526

Supreme Court of NSW

Built by Barristers,
For Australian Law.

1. CORPORATIONS — External administration — Administration under deed of company arrangement — Validity of appointment of administrator — Whether appointment invalid by reason of lack of number of directors as required by articles of association — Whether appointment invalid by reason of lack of quorum for directors meeting — Indoor management rule — Whether appointment valid by reason of statutory assumptions under ss 128-129 of Corporations Act 2001 (Cth) — Whether appointment should be validated under s 447A and s 1322 of Corporations Act 2001 (Cth) — Factors relevant to validation application brought when administration largely complete — Relevance of delay on part of party challenging validity of administrator's appointment — Whether exposure to statutory regime for assessment of remuneration under s 449E of Corporations Act 2001 (Cth) amounts to substantial injustice.