Akierman Holdings Pty Ltd v Akerman (No 2)

Akierman Holdings Pty Ltd sought relief from a director, who had transferred the company's share of a property to himself and subsequently made unauthorised payments to himself. The dispute was heard in the Supreme Court of New South Wales. The legal issues included whether the director could be held as a trustee for the company regarding the property transfer, the company's entitlement to a share of the increase in value and net income since the transfer, and the director's liability for breach of duty regarding the payments.

The court found that the director was liable as a trustee for the company's share of the property. Despite the transfer being void for want of authority, it was registered. The court held that the company was entitled to a share of the increase in value and net income from the property since the transfer date. The director's unauthorised payments were also void, and he was liable to make restitution. The court considered whether the director was entitled to counter-restitution by way of quantum meruit, but ultimately found no incontrovertible benefit justifying such a claim.

The reasoning and outcome were grounded in equity and the law of corporations. The director's actions were found to be breaches of his fiduciary duties, leading to his personal liability for the value of the company's share in the property and the income derived from it. The court ordered the director to account for the company's share of the property's increase in value and income, as well as to make restitution for the unauthorised payments. The final orders required the director to compensate the company for the value of its share in the property and income, and to make restitution for the unauthorised payments, without any entitlement to counter-restitution by way of quantum meruit.