Aztech Science Pty Ltd v Atlanta Aerospace (Woy Woy) Pty Ltd

Aztech Science Pty Ltd (Aztech) and Atlanta Aerospace (Woy Woy) Pty Ltd (Atlanta) were parties to a dispute concerning a pre-registration contract. The appeal was heard in the Supreme Court of New South Wales, Court of Appeal.

The central legal issues before the Court of Appeal were whether a contract entered into before a company's registration could be ratified by the company after its registration, pursuant to s 131 of the *Corporations Act 2001* (Cth), and whether the parties had agreed to extend the time period stipulated in the contract for registration. Additionally, the Court considered whether further evidence, which was available at trial but not tendered, should be admitted on appeal under s 75A(8) of the *Supreme Court Act 1970* (NSW).

The Court of Appeal determined that for a pre-registration contract to be ratified under s 131 of the *Corporations Act 2001*, the company must be registered within the time specified in the contract, or any extension of that time agreed by the parties. The Court found that there was no evidence of an agreement to extend the registration period. Furthermore, the Court held that the further evidence sought to be adduced on appeal was not admissible under s 75A(8) of the *Supreme Court Act 1970* as it did not meet the criteria for admitting fresh evidence on appeal.

The Court of Appeal granted liberty to apply.