Australian Aloe Marketing Ltd v Australian Aloe Ltd

The case of Australian Aloe Marketing Ltd v Australian Aloe Ltd involved a dispute concerning the procedural irregularity in a meeting of holders of prescribed interests in an investment scheme governed by the Corporations Law. The primary issue was whether a resolution for the removal of a manager could be validly considered by the meeting, given the uncertain status of prior special and ordinary resolutions. Specifically, the court needed to determine if the meeting's adjournment to consider these resolutions, without including the removal resolution, constituted a procedural irregularity under section 1322 of the Corporations Law.

The legal issues before the court included whether the resolution for the removal of the manager could be validly considered in the absence of a known outcome for the prior special and ordinary resolutions. Additionally, the court examined whether the declaration that the removal resolution had lapsed was valid, given that the meeting was adjourned to consider other resolutions but not the removal resolution. The court had to consider whether the adjournment constituted a procedural irregularity under section 1322 of the Corporations Law, which allows for the rectification of such irregularities.

In its decision, the court held that the resolution for the removal of the manager could not be validly considered until the fate of the prior special and ordinary resolutions was known. The court found that the adjournment of the meeting to consider these resolutions, without including the removal resolution, was a procedural irregularity. The court concluded that this irregularity could be rectified under section 1322 of the Corporations Law, which provides for the correction of procedural errors in meetings. Therefore, the invalid declaration that the removal resolution had lapsed was deemed a procedural irregularity.