In the matter of Pacific Springs Pty Limited

[2020] NSWSC 1240

Supreme Court of NSW

Built by Barristers,
For Australian Law.

1. Corporations
2. › parents lend $800,000 to son to buy ice cream business in Australia
3. › parents live overseas
4. › company formed
5. › parents are shareholders and son is director
6. › son runs business
7. › son repays half of loan
8. › son allotted 1,800 shares and becomes majority shareholder
9. › son repays loan
10. › son dies leaving shares to de facto husband
11. › parents seek to correct register 14 years after shares allotted.
1. Share Issue
2. › power to allot shares
3. › principles at [115]-[126]
4. › allotment with knowledge and consent of parents.
1. Directors
2. › power to appoint director
3. › whether director had power to appoint replacement director by a Will
4. › cannot ‘hand down’ a directorship
5. › power to appoint director ceased on death, at [154]-[159]
6. › s201F Corporations Act 2001 at [170]-[171].
1. Probate
2. › whether executor can exercise power to take appointment as director prior to grant of probate, considering Lockrey v Barnard James Fussell [2019] NSWCA 299 at [163]- [167]
3. › appointment ineffective in any event
4. › section 44 Probate and Administration Act does not cure invalid acts.