The Victorian Court of Appeal upheld the trial judge's finding that a company secretary who held a power of attorney and assumed de facto management responsibility for a land sale settlement was personally responsible for ensuring that payments from settlement proceeds were properly checked and incurred, and that her failure to do so constituted oppressive conduct under s 232 of the Corporations Act. The Court confirmed that this responsibility arose not from her formal role as secretary but from the role she had in fact played and accepted in evidence, and that the conduct of a co-director (her brother) did not exculpate her. On delay, the Court held that a contention that the trial judge failed to give delay 'sufficient weight' does not, without more, establish House v The King error, as determining weight is the essence of discretionary judgment.
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