A communication of 'approval' to a share transfer in a company title building, even when accompanied by notification of amended house rules, may constitute unconditional written consent where the notification does not impose conditions on the transferee. An article of association imposing an obligation on directors to keep minutes does not confer an individual right on members to sue the company for damages for the directors' failure to do so. The question whether the statutory contract under s 140 of the Corporations Act generally supports damages claims by members remains open.
The full text is available to signed-in members, including the 3 later cases that cite this judgment.