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Be very cautious when in the position of a director of both parties to a contract: Agricultural Land Management Ltd v Jackson No 2 2014 WASC 102
  • Gilbert + Tobin
  • Australia
  • May 28 2014

This case provides a useful discussion on the duties of a person who is in the position of a director of both the vendor and the purchaser under a


Can a deed be binding without the signature of all parties?: Pratap v Permanent Custodians Limited 2013 NSWSC 1918
  • Gilbert + Tobin
  • Australia
  • February 25 2014

This case serves as a useful reminder that once a party has signed, sealed and delivered a deed (other than a guarantee), it becomes binding on that


Supreme Court of Victoria considers whether a shareholders agreement was effective as a resolution to amend a constitution in Re Rectron Electronics Pty Ltd
  • Gilbert + Tobin
  • Australia
  • September 19 2013

The Supreme Court of Victoria upheld the resolutions passed at a directors' meeting conducted on the footpath outside the company's office after the


How to inadvertently resign as a director an ASIC Form 484 can be paramount: Essendon Apartment Development Pty Ltd v Shaw & Ors 2014 VSC 74
  • Gilbert + Tobin
  • Australia
  • April 28 2014

A lack of formality in relation to a change of directorship (and associated share transfer) did not persuade the Court to invalidate the actions


It takes more than a “polite enquiry” by email to form an offer to contract: Mark Anthony productions (NSW) Pty Ltd v The University of Sydney Union 2014 NSWSC 120
  • Gilbert + Tobin
  • Australia
  • March 24 2014

An email by an existing licensee to the licensor asking whether it would be 'stretching the friendship" to ask for a new licence for a further term


Take care when drafting a body corporate representative appointment: in the matter of Richardson & Wrench Holdings Pty Limited 2013 NSWSC 1990
  • Gilbert + Tobin
  • Australia
  • March 24 2014

The signing of a circular resolution by a body corporate representative in circumstances where the representative appointment was expressed to only


Unauthorised and dishonestly obtained termination payments recouped from directors: Invion Ltd v SGB Jones Pty Ltd & Ors 2014 QSC
  • Gilbert + Tobin
  • Australia
  • July 29 2014

This case illustrates the importance of ensuring that any board delegations of authority (in this case in relation to the remuneration of executives


An entitlement to rely on the statutory due execution assumptions does not confer proprietary rights good against third parties: Esperance Cattle Company Pty Ltd v Granite Hill Pty Ltd 2014 WASC 279
  • Gilbert + Tobin
  • Australia
  • October 3 2014

A sublessee was entitled to rely on the assumption of due execution under section 129(5) of the Corporations Act 2001 (Cth) in respect of a sublease


Finding a ‘fraudulent and dishonest design’ for the purpose of liability of third parties who knowingly assist in a breach of fiduciary duty: Hasler v Singtel Optus Pty Ltd; Curtis v Singtel Optus Pty Ltd; Singtel Optus Pty Ltd v Almad Pty Ltd 2014 NSWCA 266
  • Gilbert + Tobin
  • Australia
  • October 3 2014

There have been inconsistent formulations of the "dishonest and fraudulent design" element of the second limb of Barnes v Addy since the Court of


When will the time for payment be essential?: Liang Zhen Lin v BHW Capital Pty Ltd & Anor 2013 NSWSC 1786
  • Gilbert + Tobin
  • Australia
  • February 25 2014

This case illustrates the willingness of the Courts to imply a term that the time for payment is essential in circumstances where the timing was