A de facto director within the meaning of s 9 of the Corporations Act 2001 (Cth) cannot be independently liable for the tort of interference with contractual relations between the company and a third party, as the director's acts are the acts of the company. Pre-election conduct remains admissible as evidence of repudiatory intent even after an election to continue with the contract, provided the question is whether subsequent conduct, viewed in light of the earlier conduct, evinces a continuing intention not to be bound. Solvency is assessed by reference to a company's capacity to access resources to pay its debts, not by bland reference to balance sheets or temporary liquidity difficulties.
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