Gillespie v Wolseley Investments Pty Ltd (No 2)

Gillespie brought proceedings against Wolseley Investments Pty Ltd, seeking specific performance of a contract for the sale of land. The Federal Court was asked to consider an application for orders regulating the internal affairs of the defendant corporation to ensure compliance with the specific performance order. The central legal issue before the court was whether it had the authority to supervise the internal steps of a corporation to ensure compliance with a specific performance order. The court held that while it had the power to order specific performance, it did not extend to regulating the internal affairs of a corporation for the purpose of securing compliance with such an order. The internal steps taken by the corporation were not steps in the performance of the contract itself, and thus fell outside the scope of the court's supervisory powers. The application was accordingly refused. The court's decision underscores the limitation of judicial authority in directing the internal management of a corporation, even when it concerns the performance of a contractual obligation.