The Court confirmed that the rule in Foss v Harbottle applies to owners corporations under the Strata Schemes Management Act 1996 (NSW) and that the interests of justice exception exists but is not engaged by a checklist of mandatory requirements; rather, factors including bona fides, exhaustion of internal procedures, absence of alternative remedies, and serious injustice are each relevant and failure to establish any one will generally indicate the exception does not apply. On the facts, the lot owner plaintiff failed to establish standing because it adduced no evidence of its bona fides in circumstances of long-standing antagonism with the owners corporation, failed to utilise available internal procedures (including putting motions to general meetings), and the lot owners had unanimously resolved to uphold the impugned agreement. The Court also expressed doubt, in obiter, that the executive committee members had breached fiduciary duties where the decision to enter the agreement was made by lot owners in general meeting rather than by the committee or its chairman, and where the chairman abstained from voting.
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