The Swansson v RA Pratt Properties factors (honest belief in cause of action and absence of collateral purpose) are not a compendious test for good faith under s 237(2)(b) of the Corporations Act; they are features that routinely present themselves for consideration. The onus lies on the applicant, and a judge need not make affirmative findings on these factors before concluding good faith is not established. Unexplained delay in seeking derivative leave, combined with use of the application to adjourn related proceedings, may raise questions about good faith that the applicant must answer. For the best interests requirement under s 237(2)(c), where the only tenable claim would not yield significant damages because the property was sold at market value, and the applicants cannot demonstrate capacity to fund the proceeding, the requirement is not satisfied.
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