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.