The Court held that oral personal guarantees given by two company directors at a meeting were immediately binding contracts, notwithstanding that the parties agreed to prepare a written document subsequently, applying the first category in Masters v Cameron. The Court confirmed that in NSW, unlike Queensland and Victoria, there is no statutory requirement for a guarantee to be in writing, and that each guarantor was liable for the full amount of the loan rather than only a proportionate share, based on the objective evidence including the contemporaneous written document prepared by one defendant and the subsequent conduct of both defendants acknowledging the guarantees. Section 127 of the Corporations Act was held inapplicable because the loan agreement did not need to be executed as a document at all to be binding.
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