Forrest v Cosmetic Co Pty Ltd

In Forrest v Cosmetic Co Pty Ltd, the plaintiff, who was the sole director of Cosmetic Co, disputed her resignation from the company and the appointment of the second defendant as a director. The plaintiff admitted to signing the documents related to these changes but argued that she did not intend to resign or appoint the second defendant. The court had to decide whether the plaintiff's subjective intention was necessary for the execution of the documents to be valid and whether evidence of her subjective intention was admissible. The court held that in the absence of claims such as non est factum, mistake, misrepresentation, or duress, the plaintiff's subjective intention was neither necessary nor admissible for the documents to have effect. The court found that the plaintiff did intend to appoint the second defendant as a director and resign herself when she signed the documents. Therefore, the plaintiff was no longer a director of Cosmetic Co, and the second defendant was a director.

The court examined the evidence, including the plaintiff's background and experience in running companies, the circumstances surrounding the incorporation of Cosmetic Co, and the testimonies of the witnesses. The court found that the plaintiff had a reasonable amount of experience in operating a proprietary company and was accustomed to signing documents related to the conduct of a company. The court also found that the plaintiff and the defendants had agreed to go into business together to distribute a laser for use in beauty salons, with the defendants assisting in the accounting and legal aspects of the business. The court considered the evidence of the witnesses, including the plaintiff's retrospective rationalisation of events and the potential influence of her friendship with one of the defendants on her actions. Ultimately, the court concluded that the plaintiff did intend to appoint the second defendant as a director and resign herself as a director when she signed the documents. The plaintiff's claim was dismissed, and the court proceeded to hear from the parties on arrangements for the hearing of the first defendant's counterclaim.