Akierman Holdings Pty Ltd v Akerman

Akierman Holdings Pty Ltd sought relief against Akerman over a range of issues related to the governance and property transactions of the company. The dispute included the validity of an appointment of a managing director, the enforceability of an oral agreement for the sale of company property, and the rectification of the company’s share register. The Federal Court of Australia was tasked with resolving these matters.

The central legal questions before the court were whether the appointment of the managing director by the sole director was valid, the enforceability of an oral agreement for the sale of company property, and the appropriateness of rectifying the company’s share register. The court had to determine if the appointment followed proper procedures, if the oral agreement was binding, and whether the rectification of the share register would reflect the parties' true intentions.

The court found that the appointment of the managing director by the sole director was invalid because the company's articles of association did not provide for such an appointment. Additionally, the oral agreement for the sale of the company's property was not enforceable as the parties intended to formalise the agreement in writing at a later stage. However, the court did grant the rectification of the company’s share register to reflect the parties' intent, despite the belated recording of the transfer. The court refused to validate the agreement to sell the company’s share of the property under s 1322, as the party lacked the proper authority to enter into the agreement.

The court ordered the rectification of the company's share register to reflect the transfer of shares from the beneficiary's estate. The court did not enforce the oral agreement for the sale of company property and found the appointment of the managing director invalid. The court also refused to validate the agreement to sell the company's share of the property under s 1322.