33-35A YORK STREET SYDNEY

STRATA PLANS - Operation of Car Park contrary to development application - Whether the tort of unlawful interference with trade forms part of the common law of Australia

CIVIL PROCEDURE — Cross-vesting — Transfer to Federal Court — Special federal matter – whether Jurisdiction of Courts (Cross-Vesting) Act 1987 (Cth), s 6 required proceedings to be transferred to the Federal Court as a “special federal matter” – whether proceedings “in bankruptcy” under Bankruptcy Act, s 27 – distinction between exercising jurisdiction “in bankruptcy” and recognising the effect of provisions of the Bankruptcy Act – whether proceedings a “special federal matter” where trustee in bankruptcy was joined as a party although made no claim, no party sought exercise of statutory powers under the Bankruptcy Act or an order declaring for or against the title of the trustee in bankruptcy to the relevant share in the company. CIVIL PROCEDURE — Cross-vesting — Transfer to Federal Court — Special federal matter – whether retention of proceedings would have been justified under Jurisdiction of Courts (Cross-Vesting) Act 1987 (Cth), s 6(3), had proceedings constituted a “special federal matter”– relevance and weight of “convenience of the parties” under s 6(3) – where two sets of proceedings raised parallel issues and proceedings could only be heard together in Supreme Court as Federal Court has no jurisdiction to entertain the appeal from the Tribunal – where retention of the proceedings would likely result in a more efficient determination of the dispute – whether retention would have been justified where it would not just be convenient to the parties but would promote the better administration of justice. CORPORATIONS — Directors and officers — Appointment, removal and retirement of directors — whether sole shareholder of proprietary company validly appointed himself director by shareholders resolution - where share transferred to sole shareholder in his capacity as trustee prior to his impending bankruptcy – whether upon sole shareholder’s bankruptcy the power to appoint a director which attached to the share vested in his trustee in bankruptcy under Bankruptcy Act, ss 58(1), 116(2)(a) – nature of equitable interest in the share retained by the sole shareholder during bankruptcy and nature of equitable interest acquired by his trustee in bankruptcy pursuant to Corporations Act, ss 1072B, 1072C, 1072F – whether sole shareholder’s bankruptcy restricted exercise of power of appointment under Corporations Act, s 201G – whether Corporations Act, s 201F(3) awards trustee in bankruptcy exclusive power to appoint a director during shareholder’s bankruptcy and subsequent to his discharge - grant of statutory power under s 201F(3) facultative not exclusive and must be construed in light of company members’ freedom to adopt principles in company constitution for the appointment of directors. CORPORATIONS — Directors and officers — Appointment, removal and retirement of directors – whether, if invalid, appointment of sole director of proprietary company should have been validated under Corporations Act, s 1322(4) – whether dispensing power would have been available if 201F(3) had exclusive effect – operation of requirements under s 1322(6) – consideration of “essentially of a procedural nature” where no lawful procedure for carrying out statutory requirement – whether “just and equitable” to validate appointment where trustee in bankruptcy took no action to appoint director and no person other than purported sole director asserted interest in the company – whether substantial injustice caused to party opposing claims brought by company in Tribunal proceedings - whether validation of appointment would cause company or beneficiaries “substantial injustice”. CORPORATIONS — Directors and officers — representation – validity of solicitor’s retainer where retained by director whose appointment was purportedly invalid – whether retainer valid under Corporations Act, s 201M – examination of 201M and its historical predecessors alongside construction of s 1322 – whether retainer may be ratified by shareholders resolution – whether company was “competent principal” when without a director – whether majority of general meeting can ratify legal proceedings brought without authority of the company – whether general meeting carries power to make management decisions. CORPORATIONS — Directors and officers — representation – whether solicitor’s retainer should be validated under s 1322(4) – whether “just and equitable” to make order and whether opposing party in proceedings suffered “substantial injustice” by solicitors acting for the company. ADMINISTRATIVE LAW - administrative tribunals - statutory appeals from administrative authorities to courts – appeal from decision of Civil and Administrative Tribunal (NSW) under Civil and Administrative Tribunal Act 2013 (NSW), s 83(1) – whether Tribunal ought have adjourned proceedings to allow NSW Supreme Court to resolve challenge to retainer and validity of director’s appointment - scope and limits of Tribunal’s powers – whether Tribunal had power to make orders sought by virtue of jurisdiction to make “ancillary decisions” or dismiss proceedings that are “frivolous or vexatious or otherwise misconceived”. CIVIL PROCEDURE — Stay of proceedings — Inherent power — Abuse of process – Court may intervene and stay proceedings on basis of an abuse of process where challenge to corporate plaintiff’s authority to bring proceedings – whether and when defendant has right to challenge plaintiff’s authority – – challenge to authority not a substantive defence to plaintiff’s claim but brought by notice of motion –consequences of distinction for further conduct of proceedings - judicial discretion to entertain application and appropriate circumstances to do so - Chancery rule of practice that Court ordinarily adjourn proceedings to allow opportunity for company to ratify proceedings or apply for validating order under Corporations Act, s 1322. CIVIL PROCEDURE — Stay of proceedings — Inherent power — Abuse of process – power to award costs where proceedings brought by corporate plaintiff without authority – juridical basis and appropriate exercise of such power – whether costs order properly made against solicitor for corporate plaintiff bringing proceedings without proper authority.

STRATA – one share proprietary company as applicant in two proceedings – prior bankruptcy of the shareholder and director – competency to bring the proceedings if power vacuum at Board level – whether the solicitors acting in the proceedings have a valid retainer – whether ratification can cure defects in authority COSTS – exercise of discretion – special circumstances – indemnity costs – costs awarded against a non-party