CORPORATIONS – corporate contracting – agency and authority – authority of directors to bind company to contract for the sale of land – contract executed in accordance with s 127(1)(a) of the Corporations Act 2001 (Cth) – where company claims that directors executing contract lacked actual or ostensible authority to bind company – whether plaintiff entitled to make assumptions in s 129 of the Corporations Act 2001 (Cth) – whether company precluded from asserting that assumptions are incorrect – not established that plaintiff actually knew or actually suspected that the company’s constitution had not been compiled with, or that directors were not properly preforming their duties to the company – held that company precluded by s 128(1) of the Corporations Act 2001 (Cth) from asserting non-compliance with its constitution or improper conduct on part of its directors – held that binding contract for sale came into existence
EQUITY – specific performance – contract for the sale of land – discretionary defences to specific performance – where defendant claims lapse of time and protracted negotiations should defeat plaintiff’s claim for specific performance – where defendant claims plaintiff was tricky in procuring contract – where defendant claims specific performance would occasion great hardship upon it – where defendant claims that damages would be an adequate remedy – held that no bar to decree of specific performance had been demonstrated – held appropriate to order specific performance
Robert Angyal SC appeared for the Plaintiff.
Reasons for the decision can be found here.