Crowe-Maxwell v Frost

The appeal concerned an application for relief under sections 588FE and 588FF of the *Corporations Act 2001* (Cth) concerning alleged unreasonable director-related transactions. The primary judge had found that certain transactions were voidable as unreasonable director-related transactions under section 588FDA(1)(c) of the Act, which requires consideration of whether a reasonable person in the company's circumstances would not have entered into the transaction.

The legal issues before the Court of Appeal included whether the primary judge erred in finding that the transactions were unreasonable director-related transactions, and whether the primary judge's reasoning was based on a sound evidential foundation. Specifically, the appellants challenged whether pleadings and statements made at the bar table could properly constitute evidence for the purposes of the primary judge's findings. The appellants also sought an extension of time to file their notice of appeal, arguing that the respondents would not be prejudiced by any delay.

The Court of Appeal considered the nature of evidence in the context of such applications, noting that while pleadings can define the issues, they do not generally stand as evidence of the facts pleaded. Similarly, statements made at the bar table, unless agreed to be evidence or formally tendered, are not typically relied upon as proof of facts. The Court ultimately found no error in the primary judge's determination that the transactions were voidable under section 588FDA(1)(c), applying the objective test of what a reasonable person in the company's circumstances would have done.

The Court of Appeal granted the extension of time for the filing and service of the notice of appeal. However, the appeal itself was dismissed.