Class Notes (807,247)
Australia (1,850)
Law (441)
JSB171 (400)
All (349)

5.3 Governance--defences & relief from liability.docx

2 Pages
Unlock Document

Queensland University of Technology

Relief from liability General law—Ratification = excused by company in general meeting after full & frank disclosure: Regal (Hastings) Ltd v Gulliver (HL); Winthrop Investments Ltd v Winns Ltd [1975] Limitations Cannot ratify—  Illegal  Fraud on minority—where majority of shareholders & directors involved in breach: Hannes v MJH Pty Ltd o eg—by misappropriation of resources: Cook v Deeks  Infringes personal rights of members: Residues Treatment and Trading Co Ltd & Anor v Southern Resources Ltd & Ors (1988) (directors issuing shares to dilute voting power for an improper purpose—infringes member’s personal equitable rights  cannot ratify)  Where interests of creditors at risk & coy insolvent or almost insolvent: Kinsela v Russell Kinsela Pty Ltd  Breach of statutory duty (ss180-184): Angas Law Services Pty Ltd (in liq) v Carabelas per Gleeson CJ & Heydon J, also Forge v ASIC (because of public interest considerations) Corporations Act—Discretion to Excuse: ss 1317S & 1318 s1317S(2) (statutory duty) If: (a) eligible proceedings [for a contravention of a civil penalty provision] are brought against a person; and (b) in the proceedings it appears to the court that the person has, or may have, contravened a civil penalty provision but that: (i) the person has acted honestly; and (ii) having regard to all the circumstances of the case … the person ought fairly to be excused for the contravention; the court may relieve the person either wholly or partly from a liability to which the person would otherwise be subject, or that might otherwise be imposed on the person, because of the contravention. s1318(1) (general law) If, in  any civil proceeding o against a person to whom this section applies o for negligence, default, breach of trust or breach of duty in a capacity as such a person,  it appears to the court before which the proceedings are taken that the person is or may be liable in respect of the negligence, default or breach but o that the person has acted honestly and o that, having regard to all the circumstances of the case, including those connected with the person's appointment, the person ought fairly to be excused for the negligence, default or breach,
More Less

Related notes for JSB171

Log In


Don't have an account?

Join OneClass

Access over 10 million pages of study
documents for 1.3 million courses.

Sign up

Join to view


By registering, I agree to the Terms and Privacy Policies
Already have an account?
Just a few more details

So we can recommend you notes for your school.

Reset Password

Please enter below the email address you registered with and we will send you a link to reset your password.

Add your courses

Get notes from the top students in your class.