C Law

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Case 1: Constitution (problem solving - 3 of workshop)
S 140 (1) contract effect of constituition
S 232 Grounds for court order
S 140 (2)
Common law: an alteration that doesn't involve an expropriation of share is valid unless it is oppressive or unfair Common law:remedy for breach of contract: damages and injunction Case: Bailey v New South Wales Medical Defence

Gambotto's case

Case 2: Outsiders (Problem solving- 4 of workshop)
Apparent authority from common law
Indoor management rule from common law
Turquand's case: third party are not bound to inquire whether acts of internal management have been "regular". S 126(1)
S 129(1)
S 129(2)
S 129(4)
S 128
SS180-183

Case 3: dividend (problem solving- 5 of workshop)
S 9: definition of dividend
S 254U(1): power to pay dividend
Case: Burlan v Earle [1902] AC 83: shareholders cannot force a company to pay dividends even though it has available profits Case: Sanford v Sanford Courier Service Pty Ltd (1986) 5 ACLC 394: A refusal by a profitable company to pay dividends may amount to oppressive or unfair conduct for purposes of a remedy under s 232 S 254T a dividend may only be paid out of profits of the company S 254W

Case: Lee v Neuchatel Asphalte Co (1989) 41 Ch D1: A dividend may be paid out of current year revenue profits even if the company had losses in prior years. The calculation of profits also includes the "revenue profits" which are increase in the value of a company's circulating assets. Case: Dimbula Valley Tea Co Ltd v Laurie [1961] Ch 353: a profit arising from the revaluation of fixed can be distributed as a cash dividend under certain conditions. A holding company cannot pay a dividend arising from the profits made by a subsidiary. SS 180-183

S 191
S 232

Case 4: Members' remedy(problem solving - 9 of workshop)
ss 180-183: Directors' duties
S 232 Grounds for court order
S 233 Orders the court can make
S 234 Who can apply for the order
S 235
S 236 bringing or...
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