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www.gravamen.com.au
“We need the Court’s help to call a meeting of the company!”
___
P sought s249G orders to call a members meeting of a Co, D1, to consider certain special resol’ns. D4 opposed the application. (D4 was a director of D1, D2, and D3.): [1]
D1, and the parties generally, were part of a larger corporate group: [2]
D2 held 599 of the 600 issues shares in D1. D3 held the other share in D1: [3]
P, D4, and another were the dirs of D2: [2]P and D4 were the dirs of D3: [3]
D1’s articles required 2 members to comprise a quorum for a general meeting. So: if either D2 or D3 was absent an EGM of D1 could not proceed: [3]
The parties litigated a dispute regarding P’s status as director of D3. D4 appealed. D4’s appeal was heard and judgment reserved at the time of these proceedings. (During which, it became common ground that the outcome of the appeal would have no moment in this application.) [8], [19], [22]
In January 2025, P convened a board meeting of D2 to consider causing an EGM of D1 to vote on causing the removal of D4 as a dir of D1: [9]
On 3 February 2025, D2’s board resolved to cause D2 to convene an EGM of D1, over D4’s objection: [10]
Later, P and D4 discussed causing D3 to attend the D1 EGM and disagreed, with D4 resisting: [11]
D4 resisted P’s causing of a D1 EGM on the basis it would “cut across” the appeal outcome: [12], [13]
On 26 February 2025 the would-be EGM of D1 was dissolved as inquorate: [14]
P commenced these proceedings, and D4 continued to resist allowing the D1 EGM to proceed before the appeal judgment was handed down: [15] - [18], [21]
(As noted: the parties came to accept the appeal would not have any bearing on the proposed EGM: [22])The P had to (i) show it was impracticable to call the meeting without the Court’s help and (ii) move the Court to exercise its discretion in favour of relief: [26] - [31]
The Court accepted that a deadlock existed in relation to P seeking to cause a quorate meeting to proceed and D4 being unwilling to cause D3 to attend the proposed EGM; and opposing the appointment of a representative of D3 to do so: [32] D4 maintained that they opposed the EGM and / or the appointment of a representative of D3 until the determination of the appeal: [33]
D4 argued holding the meeting “post-appeal” was a workable outcome: [35], [36]
The Court did not accept that its discretion ought to be exercised as D4 proposed because: (i) the appeal outcome had no moment on the EGM issue, (ii) the Court’s discretion ought to be exercised in the context of the current position and not what might happen in future, (iii) D4’s retained an ability to change their position after this litigation, and (iv) D4’s concerns could be addressed by other applications: [40]
The Court made orders largely in accordance with those sought by P, including costs: [48], [49]
233 episodes
www.gravamen.com.au
“We need the Court’s help to call a meeting of the company!”
___
P sought s249G orders to call a members meeting of a Co, D1, to consider certain special resol’ns. D4 opposed the application. (D4 was a director of D1, D2, and D3.): [1]
D1, and the parties generally, were part of a larger corporate group: [2]
D2 held 599 of the 600 issues shares in D1. D3 held the other share in D1: [3]
P, D4, and another were the dirs of D2: [2]P and D4 were the dirs of D3: [3]
D1’s articles required 2 members to comprise a quorum for a general meeting. So: if either D2 or D3 was absent an EGM of D1 could not proceed: [3]
The parties litigated a dispute regarding P’s status as director of D3. D4 appealed. D4’s appeal was heard and judgment reserved at the time of these proceedings. (During which, it became common ground that the outcome of the appeal would have no moment in this application.) [8], [19], [22]
In January 2025, P convened a board meeting of D2 to consider causing an EGM of D1 to vote on causing the removal of D4 as a dir of D1: [9]
On 3 February 2025, D2’s board resolved to cause D2 to convene an EGM of D1, over D4’s objection: [10]
Later, P and D4 discussed causing D3 to attend the D1 EGM and disagreed, with D4 resisting: [11]
D4 resisted P’s causing of a D1 EGM on the basis it would “cut across” the appeal outcome: [12], [13]
On 26 February 2025 the would-be EGM of D1 was dissolved as inquorate: [14]
P commenced these proceedings, and D4 continued to resist allowing the D1 EGM to proceed before the appeal judgment was handed down: [15] - [18], [21]
(As noted: the parties came to accept the appeal would not have any bearing on the proposed EGM: [22])The P had to (i) show it was impracticable to call the meeting without the Court’s help and (ii) move the Court to exercise its discretion in favour of relief: [26] - [31]
The Court accepted that a deadlock existed in relation to P seeking to cause a quorate meeting to proceed and D4 being unwilling to cause D3 to attend the proposed EGM; and opposing the appointment of a representative of D3 to do so: [32] D4 maintained that they opposed the EGM and / or the appointment of a representative of D3 until the determination of the appeal: [33]
D4 argued holding the meeting “post-appeal” was a workable outcome: [35], [36]
The Court did not accept that its discretion ought to be exercised as D4 proposed because: (i) the appeal outcome had no moment on the EGM issue, (ii) the Court’s discretion ought to be exercised in the context of the current position and not what might happen in future, (iii) D4’s retained an ability to change their position after this litigation, and (iv) D4’s concerns could be addressed by other applications: [40]
The Court made orders largely in accordance with those sought by P, including costs: [48], [49]
233 episodes
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