Correa v Whittingham

In *Correa v Whittingham*, the Court of Appeal of New South Wales considered an appeal concerning the validity of a voluntary administrator's appointment and subsequent actions. The dispute arose from the attempted sale of core property by the administrator of The Spanish Club Limited without the approval of the club's members, and the administrator's claim for remuneration. The primary judge had made curative orders under the *Corporations Act 2001* (Cth) to validate the appointment and actions.

The legal issues before the Court of Appeal included whether the administrator was validly appointed, given a contravention of section 41 of the *Registered Clubs Act 1976* (NSW), whether the primary judge erred in exercising discretion to make curative orders under section 447A and section 1322 of the *Corporations Act 2001*, and whether the administrator was entitled to rely on the statutory assumptions under sections 128 and 129 of the *Corporations Act 2001*. Additionally, the court considered whether the attempted sale of core property without member approval constituted conduct prejudicial to the interests of the club members.

The Court of Appeal allowed the appeal, setting aside the primary judge's orders. The court declared that the respondent, by reason of contravention of section 41 of the *Registered Clubs Act 1976*, was not capable of being appointed or acting as the voluntary administrator of The Spanish Club Limited. The proceedings were remitted to the primary judge to determine the respondent's claim for remuneration, costs, and expenses on a quantum meruit basis. The court also made directions regarding the filing of written submissions on costs.