Edwards v Attorney General

The case of *Edwards v Attorney General* concerned an application by directors of two companies, Amaca Pty Ltd and Amaba Pty Ltd, seeking judicial protection. The directors were concerned about potential personal liability arising from the companies' payment of debts, particularly those related to asbestos-related liabilities, at a time when they were unable to obtain directors' and officers' insurance. The application was heard by Spigelman CJ, Mason P, and Young CJ in Eq.

The central legal issues before the court were whether it had the power to grant relief to the directors under section 1318 of the *Corporations Act 2001* (Cth) for past and future actions, and whether section 197 of the *Corporations Act 2001* (Cth) was relevant to the determination of the application. The court was also asked to consider the distinction between a potential unliquidated claim and a prospective or contingent debt, and the appropriate approach to the construction of the *Corporations Act 2001* (Cth). Furthermore, the court was asked to provide judicial advice concerning the trustees' position, given that the trustees of a partly charitable trust were also directors of the companies facing solvency issues.

The court dismissed the application made under section 63 of the *Trustee Act*. However, it granted relief to the directors, ordering that they be relieved in whole from liability for any negligence, default, breach of trust, or breach of duty in their capacity as directors of Amaca Pty Ltd and Amaba Pty Ltd. This relief specifically covered payments made by the companies of their debts, as and when they fell due, including those arising from asbestos-related liabilities, from 24 June 2004 up to the date of the order. The court made no order as to costs and referred the matter to the Equity Division for further consideration, granting the plaintiffs liberty to apply for similar orders in respect of payments made up to 6 December 2004, and allowing a Judge to vary that date.