The Court held that a loan agreement signed by only one of two directors of a proprietary company was not validly executed under s 127 of the Corporations Act, and the lender could not rely on the assumptions in ss 128-129 because it had actual knowledge of the second director. Subsequent loan repayments arranged solely by the signing director did not constitute ratification by the company, as no other director or officer performed any adoptive act with knowledge. The plaintiff was entitled to restitution for money had and received ($364,275), but the change of position defence failed because the defendant adduced no evidence that the property's value did not reflect the expenditure. The Court declined to declare that the restitutionary obligation was secured by the registered mortgage, holding that an involuntarily imposed restitution liability arising from a never-enforceable agreement was not within the objective contemplation of the parties' 'all moneys' clause, and declined to award interest on the restitutionary sum, following ConnectEast and High Court dicta against a freestanding common law right to restitutionary interest.
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