Brookfield & Anor v Yevad Products Pty Ltd

In *Brookfield & Anor v Yevad Products Pty Ltd*, the High Court of Australia considered a dispute concerning the enforceability of a guarantee. The appellants, Brookfield and another party, sought to enforce a personal guarantee provided by the respondent, Yevad Products Pty Ltd, in favour of the appellants. The core of the dispute revolved around whether the guarantee was validly executed and, if so, whether it could be enforced against Yevad Products.

The High Court was required to determine whether the guarantee agreement was legally binding on Yevad Products. Specifically, the court had to consider whether the guarantee was properly executed in accordance with the relevant provisions of the *Corporations Act 2001* (Cth) and the common law, particularly in relation to the authority of the individual who purported to execute the guarantee on behalf of Yevad Products. The question of whether Yevad Products had, through its conduct, ratified or was otherwise estopped from denying the validity of the guarantee was also a central issue.

Crennan J, delivering the judgment, applied principles of corporate law and contract law. The court examined the authority of the director who signed the guarantee, considering whether they possessed actual or ostensible authority to bind the company. The reasoning focused on the requirements for valid execution of deeds and contracts by companies, including the necessity of proper authorisation and compliance with statutory formalities. The court also considered the doctrine of ratification, assessing whether the company had subsequently affirmed the guarantee, thereby curing any initial defect in its execution. The court ultimately found that the guarantee was not validly executed and therefore not enforceable against Yevad Products.