Quach v ATM Residential Pty Ltd (No 2)

[2024] ACTCA 38

ACT Court of Appeal23 December 2024

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Interrogate

Catchwords

1. Practice and Procedure
2. › Parties
3. › Removal of parties
4. › Whether defendant inappropriately or unnecessarily joined
5. › No connection between defendant and conduct complained of
6. › Court Procedures Rules 2006 (ACT), r 230
1. Practice and Procedure
2. › Non-compliance with court directions
3. › Filing of application out of time
4. › Whether late filing renders application a nullity
5. › Irregularity not nullity
6. › No prejudice demonstrated
7. › Court Procedures Rules 2006 (ACT), rr 1401, 1450
1. Corporations
2. › Separate legal personality
3. › Corporate veil
4. › Whether registration of new company with common directors effected merger of businesses
5. › Whether liabilities of one company transferred to another by reason of common directors
1. Contract
2. › Assignment and novation
3. › Whether contractual liabilities can be transferred without novation
4. › No novation or assignment of agency agreement

Quick Take

The registration of a new company with common directors from two existing companies does not, without more, effect a merger of those companies' businesses or transfer liabilities between them. Contractual liabilities cannot be transferred without novation. Non-compliance with a court direction as to filing dates is an irregularity, not a nullity, under r 1450(1) of the Court Procedures Rules 2006 (ACT).