GODWIN and KEET
[2025] WASAT 93
•11 SEPTEMBER 2025
JURISDICTION : STATE ADMINISTRATIVE TRIBUNAL
ACT: STRATA TITLES ACT 1985 (WA)
CITATION: GODWIN and KEET [2025] WASAT 93
MEMBER: MS R PETRUCCI, MEMBER
HEARD: 30 APRIL, 1 AND 2 MAY AND 23 MAY 2025
FINAL SUBMISSIONS RECEIVED 30 JULY 2024
DELIVERED : 11 SEPTEMBER 2025
FILE NO/S: CC 907 of 2024
BETWEEN: LAURAINE GODWIN
First Applicant
THE OWNERS OF THE WATERFRONT APARTMENTS STAGE 1 STRATA SCHEME 69486
Second Applicant
AND
PAUL STEVEN JOHN KEET
First Respondent
STRATA ASSET SERVICES (WA) PTY LTD
Second Respondent
Catchwords:
Strata Titles Act 1985 (WA) - Application alleging contravention of scheme by-laws - Whether 'resident' is an 'occupier' - Occupier - Strata Manager - Strata management contract - Council - Whether strata manager contract terminated - Whether council validly constituted - Proper construction of governance by-laws for council matters - Whether vacancy on council - Whether council quorate - Whether termination notice valid - Whether show cause notice valid - Extraordinary general meeting - Whether notice of extraordinary general meeting given - Whether extraordinary general meeting valid - Discretionary powers of Tribunal to make declarations and orders
Legislation:
State Administrative Tribunal Act 2004 (WA), s 32
Strata Titles Act 1985 (WA), s 3, s 14, s 46(b), s 47(1)(a), s 47(3), s 47(4), s 47(4)(a), s 47(4)(b), s 47(5), s 47(5)(b), s 52, s 91, s 118, s 120(2), s 121, s 127(3), s 127(3)(a), s 128(2), s 128(2)(b), s 128(3), s 129, s 129(2), s 130, s 130(3), s 132, s 132(2), s 135(1), s 135(2), s 138, s 151(2), s 151(4), s 199(3), s 209, Pt 8, Div 1
Strata Titles (General) Regulations 2019 (WA)
Result:
Application dismissed in respect of the primary issue
Declarations and orders made
Category: B
Representation:
Counsel:
| First Applicant | : | In Person |
| Second Applicant | : | In Person |
| First Respondent | : | In Person |
| Second Respondent | : | In Person |
Solicitors:
| First Applicant | : | N/A |
| Second Applicant | : | N/A |
| First Respondent | : | N/A |
| Second Respondent | : | N/A |
Case(s) referred to in decision(s):
Clay and The Owners of Carinya Court Rockingham Strata Plan 25819 [2024] WASAT 121
Pearce and Clay [2021] WASAT 142
The Owners of Del Mar Strata Plan 53989 and Dart Enterprises Pty Ltd [2020] WASAT 9
Zhao and The Owners of 5 Wimbledon Street Beckenham Strata Scheme 40695 [2025] WASAT 87
REASONS FOR DECISION OF THE TRIBUNAL:
Introduction
On 30 August 2016, the Registrar of Titles registered Strata Plan 69486 (strata plan). The strata plan comprises 20 lots located in Alkimos, Western Australia (strata scheme). The Owners of Waterfront Apartments Stage 1, Strata Plan 69486 is the strata company (strata company). It is the body corporate established under s 14 of the Strata Titles Act 1985 (WA) (ST Act) upon registration of the strata plan.
Mr Surinder Sidhu is the owner of Lot 8 on the strata plan. He purchased Lot 8 on 22 January 2020.
Ms Lauraine Godwin is Mr Sidhu's attorney under an Enduring Power of Attorney executed on 20 September 2023 and registered by the Registrar of Titles on 21 September 2023. Ms Godwin has been Mr Sidhu's personal assistant for the past 11 years.[1]
[1] ts 123, 1 May 2025.
On 16 December 2024, Ms Godwin commenced proceedings in the Tribunal under s 47(3) of the ST Act for the enforcement of scheme bylaws. In a very broadly worded application, Ms Godwin explains that she made the application not as an owner but rather as a 'resident' of Lot 8 and a person affected by the actions and non-actions of Mr Paul Keet. Mr Keet is the managing director of Strata Asset Services (WA) Pty Ltd (SAS). SAS has provided strata management services to the strata company since June 2021. Mr Sidhu, when he was a member of the council[2], sourced the services of SAS.[3]
[2] 'Council' is defined in s 3 of the ST Act as the governing body of the strata company.
[3] Mr Godwin's application at page 8.
Early in the proceeding, on 4 February 2025, the Tribunal made orders for the parties to file documents confined to the following question for determination (primary issue):
[W]hether the respondent strata manager's contract has been terminated?
There are two written strata manager contracts before the Tribunal. They may be summarised as follows:
•The first written strata manager contract is between the strata company and SAS and has a start dated of 19 June 2021 (2021 Agreement). Mr Sidhu, as a member of the council at that time, is listed as the strata company's representative. Mr Sidhu and Mr Steven Mann executed the 2021 Agreement for the strata company on 12 June 2021 as members of the council. Two directors of SAS, Ms Beverley Grigo and Mr Keet, executed the 2021 Agreement on the 15 June 2021.
•The second written strata manager contract is between the strata company and SAS and has a start date of 19 June 2023 (2023 Agreement). It was executed by Ms Roslyn Manderson and Ms Rachel McDonald as members of the council on 6 December 2023. Ms Grigo and Mr Keet as directors of SAS executed the agreement on 7 December 2023.
Ms Godwin contends that both the 2021 Agreement and the 2023 Agreement are invalid, or have been contravened by Mr Keet.[4] Ms Godwin says that, contrary to the scheme by-laws, following the Annual General Meeting (AGM) held on 17 January 2022 (2022 AGM), there was not a validly constituted council, and therefore the 2021 Agreement is invalid from its commencement date of 19 June 2021. In the alternative, Ms Godwin says that if there was not a contravention of the scheme by-laws in constituting the council, then the 2021 Agreement came to an end on 19 June 2022 at the end of the 12 month term.[5] In summary, Ms Godwin asserts:[6]
[T]he [2021 Agreement] has been terminated as of 19 June 2021, and that all levies instituted, and all appointments to the [c]ouncil of [o]wners, and all general meetings held by the respondent, are deemed invalid[.]
[4] ts 30, 30 April 2025.
[5] ts 25, 30 April 2025.
[6] ts 30, 30 April 2025.
Mr Keet refutes Ms Godwin's claims and urges the Tribunal to dismiss Ms Godwin's application.[7]
[7] ts 26, 30 April 2025.
The proceeding comes within the Tribunal's original jurisdiction (s 209 of the ST Act). As explained in Zhao and The Owners of 5 Wimbledon Street Beckenham Strata Scheme 40695 [2025] WASAT 87 at [10] the role of the Tribunal is not inquisitorial. That is, while the Tribunal may determine how to proceed with a hearing as provided for in s 32 of the State Administrative Tribunal Act 2004 (WA) (SAT Act), it is not the role of the Tribunal to take the lead in the investigation of the facts. Rather, the role of the Tribunal is to make a decision on the evidence in relation to the primary issue on the basis of the evidence presented to it and the usual practice is that the parties have the management of their respective case. Therefore, Ms Godwin, as the applicant who asserts that the strata manager's contract has been terminated, bears the burden of proving her case, that is, persuading the Tribunal that she is entitled to the relief (order) that she seeks, being the civil standard of proof, being on the balance of probabilities.
In the following reasons, I explain why Ms Godwin's application on the primary issue (see above at [5]) is unsuccessful.
Relevant procedural history and evidence
I heard the matter over four days ending on 23 May 2025 (final hearing). At the commencement of the final hearing I joined the strata company as the second applicant and SAS as the second respondent on the basis they ought to be bound by, or have the benefit of, the decision of the Tribunal in relation to the primary issue (see above at [5]).
The number of documents filed by the parties, in particular by Ms Godwin, is voluminous. Most of the documents filed are not relevant to determine the primary issue (see above at [5] and below at [22]). Consequently, at the start of the final hearing, I informed the parties that I would only consider the documents expressly referred to by the parties during the final hearing in determining the primary issue. At the conclusion of the final hearing, the Tribunal prepared the list of documents referred to by the parties during the final hearing (three pages) and attached it to the orders made on 23 May 2025.
Due to delays in the Tribunal receiving the transcript of the final hearing, the second applicant and the second respondent were given until 28 July 2025 to file their written submissions in reply to written submissions filed by the other parties. The Tribunal received the last of those submissions on 30 July 2025.
Many topics were canvased by the parties, in particular by Ms Godwin, during the final hearing. However, much of the oral evidence is not relevant to determining the primary issue and therefore I have not referred to that evidence in these reasons.
At the final hearing, I had the benefit of hearing from the following witnesses.
First, Ms Godwin who filed a witness statement dated 10 February 2025. Ms Godwin confirmed the contents of her witness statement at the final hearing. Ms Godwin gave affirmed evidence about the 2022 AGM and the other AGMs, the 2021 Agreement, the 2023 Agreement and why they are terminated, the Extraordinary General Meeting (EGM) called for 23 January 2024 and the conduct of that EGM, her appointment by 25% of the owners, the Notice of Termination of contract dated on or about 29 January 2024 (termination notice) and the Show Cause notice dated on or about 29 January 2024 (show cause notice) as well as the conduct of Mr Keet.
Second, Ms Roslyn Manderson who gave sworn evidence about her ownership of Lot 12, whether the council received notice of the EGM of 23 January 2024, the conduct of that EGM and whether the council at that time considered terminating the 2023 Agreement.
Third, Ms McDonald who gave sworn evidence about her ownership of Lot 10, whether the council received notice of the purported EGM called for 23 January 2024, the conduct of that EGM and whether the council considered at that time terminating the 2023 Agreement.
Fourth, Ms Mary O'Brien who gave sworn evidence about her ownership of Lot 16, whether the council received notice of the purported EGM called for 23 January 2024, the conduct of that EGM and whether the council at that time considered terminating the 2023 Agreement.
Finally, Mr Keet who filed an affidavit. Mr Keet gave affirmed evidence about his employment with SAS, his directorship and shareholding of Keet Holdings Proprietary Limited which has a 49% shareholding in SAS, the 2022 AGM and the other AGMs, the 2021 Agreement and the 2023 Agreement along with the EGM of 23 January 2024, the council meeting of 23 January 2024, the termination notice and the show cause notice.
Finally, Ms Godwin relies on various statements filed by Mrs Connie Wong (owner of Lot 6), Mrs Sandra Turgay (owner of Lot 7), Mr Sidhu (owner of Lot 8), Mr Stephen Hardy (owner of Lot 9), Mrs Natalie Windus (owner of Lot 17) and Mr Fabio De Andrade Nunes (owner of Lot 18). None of these owners attended the final hearing. I have placed little weight on these statements, because the owners did not attend the final hearing and did not make themselves available to answer questions.[8]
[8] Ms Godwin's written statement filed on 14 July 2025 at pages 1 to 2.
Issues
After considering whether the Tribunal has jurisdiction to determine Ms Godwin's application in respect of the primary issue, I will turn to consider the primary issue as to whether the strata manager's contract has been terminated (see above at [5]) by answering the following questions which have swayed me, on balance, that the strata manager's contract has not been terminated. The questions are:
•Whether the council was validly constituted at the 2022 AGM and other AGMs?
•Whether the council was validly constituted at the extraordinary general meeting (EGM) held on 23 January 2024? Whether that EGM is valid?
•Whether the council meeting held on 23 January 2024 is valid?
•Whether the termination notice is valid?
•Whether the show cause notice is valid?
•Whether 2021 Agreement and/or 2023 Agreement was terminated?
Consideration
Does the Tribunal have jurisdiction?
Neither party challenged the jurisdiction of the Tribunal. However, before considering the issues (see above at [22]), I must first be satisfied that the Tribunal has jurisdiction to determine Ms Godwin's application in respect of the primary issue. As stated at the outset, and is repeated here, Ms Godwin made her application to the Tribunal under s 47(3) of the ST Act.
Under s 47(3) of the ST Act, an 'owner' or an 'occupier' of a lot in the strata scheme may make an application to the Tribunal for the enforcement of scheme by-laws. As previously noted, Ms Godwin stated that she made her application as a 'resident' and a person affected by the actions or non-actions of Mr Keet (see above at [4]). While Ms Godwin refers to herself as a 'resident,' I find following The Owners of Del Mar Strata Plan 53989 and Dart Enterprises Pty Ltd [2020] WASAT 9 at [58] to [62] that Ms Godwin is an 'occupier' in the sense that Lot 8 is her settled or usual place of abode. On that basis, subject to meeting the requirements of s 47(4) of the ST Act, Ms Godwin may make the application to the Tribunal.
Section s 47(4) of the ST Act provides that an application under s 47(3) of the ST Act may only be made on either of one of the following three grounds:
(a)if a person other than the strata company is alleged to have contravened the scheme by-laws — the person has been given notice under s (1)(a) and has contravened that notice; or
(b)the contravention has had serious adverse consequences for a person other than the person alleged to have contravened the scheme by-laws; or
(c)the person has contravened the particular scheme by-law on at least 3 separate occasions.
Although not clear, it appears that Ms Godwin relies on s 47(3) read with s 47(4)(a) of the ST Act by reference to the show cause notice attached to an email she sent to Mr Keet and others dated 29 January 2024. Section 47(4)(a) refers to a notice made under s 47(1)(a) of the ST Act. That provision provides that a strata company may give a written notice per the terms set out in s 47(1)(a). While the requirements of a notice as set out in s 47(1)(a) are useful, they are not prescriptive in regards to the notice required to be given by an 'occupier' (rather than the strata company).
It is useful to set out the particulars of the show cause notice. It relevantly provides:
'Show cause notice'
There are numerous breaches of the Strata Titles Act by [Mr] Keet of Strata Asset Services WA whilst manager of the property waterfront apartments stage one SP 69486, that are being submitted to the State Administrative Tribunal however, to serve the show cause notice today in line with the Strata Titles Act, below is one of the breaches listed in the application.
17 January [2022] [Mr Keet] held an AGM whereupon he declared two owners members of council this was Peet Alkimos Pty Ltd (the developer) and [Ms] Manderson of unit 12. This is a breach of the [Sch 1 by-laws 16, 17 and 18.1] that states … The council will have a minimum of 3 and a maximum of 7 members. A quorum of the council will be 3 members, if there are less than 3 owners, each owner will be a member of the council … three owners are required to be elected at the AGM in order for a council to be legally constituted. The [ST Act] further states that when there is no council nominated at the AGM that ALL the owners are then the council and furthermore any spending of the [s]trata [c]ompany funds needs to be done by making requests to ALL the owners in addition 50% of the owners must agree in the spending of those funds and for the purpose of the expense. THIS DID NOT TAKE PLACE. Therefore, [Mr Keet] has used the [s]trata [c]ompany funds without authority, the budget was not agreed upon, the matter for the owners at the [Tribunal] was handled by an owner which is a very serious breach of the State Administrative Tribunal Act[.]
In the show cause notice, as set out in the preceding paragraph, Ms Godwin specifies the particular scheme by-laws which she alleges have been contravened by Mr Keet, that is, Sch 1 by-laws 16, 17 and 18.1.[9] These are governance by-laws concerning the council. Further, Ms Godwin sets out the facts that she relies on as evidence to support the alleged contravention, that is the election of member to the council at the 2022 AGM.
[9] Management statement registered by the Register of Titles on 4 November 2016 (by-laws), and ts 67, 30 April 2025.
Despite a lack of detail in the show cause notice as to what action Ms Godwin says that Mr Keet must take or refrain from taking in order to avoid a continuing or further contravention of Sch 1 by-laws 16, 17 and 18.1, on balance, I am satisfied Ms Godwin gave notice to Mr Keet where she alleges that he contravened or breached Sch 1 by-laws 16, 17 and 18.1 in regards to constituting the council at the 2022 AGM. This satisfies s 47(4)(a) of the ST Act and thereby enabling Ms Godwin to make her application to the Tribunal.
If I am incorrect in regards to s 47(4)(a) of the ST Act, I am satisfied that Ms Godwin's may make an application under s 47(3) read with s 47(4)(b) of the ST Act. This is on the basis that the alleged failure to constitute the council at the 2022 AGM in contravention of the Sch 1 bylaws 16, 17 and 18.1, has had serious adverse consequences for a person, other than Mr Keet, being Ms Godwin, an occupier of Lot 8, who contends that she has had a serious consequence by the alleged failure to have a validly constituted council.
For all of the above reasons, I am satisfied that the Tribunal has jurisdiction to determine Ms Godwin's application, which in these reasons is limited to the primary issue.
Finally, for completeness, I note the strata company was joined as the second applicant in the proceeding by the Tribunal. The second applicant did not make the application to the Tribunal.
I turn now to work through each of the questions (see above at [22]) which will ultimately lead to my decision on the primary issue (see above a [5]).
Whether the council was validly constituted?
Ms Godwin challenges the validity of the council declared by Mr Keet at the 2022 AGM. In this proceeding, Ms Godwin does not challenge the validity of the council declared for any other AGM.
As strata titles schemes are self-governing, general meetings are held. All general meetings apart from the AGM are called EGMs. An EGM is called when the owners need to come together to make a decision that cannot wait for the next AGM. Separately, there are council meetings where the council discusses and votes on day-to-day matters.
It is a requirement of s 127(3) of the ST Act that the election of council members must be included as an item of business on the agenda for each AGM of the strata company. The council must be constituted and perform its functions in accordance with the ST Act and with the scheme by-laws. This is set out in s 135(2) of the ST Act.
The council is to perform the 'functions' of the strata company, subject to the ST Act and to any restriction imposed or direction given by ordinary resolution. This is set out in s 135(1) of the ST Act. The 'functions' of the strata company are set out in Div 1 Pt 8 of the ST Act (s 91 to s 118) and include controlling and managing the common property for the benefit of all the owners, having required insurance in place and enforcing compliance with the scheme by-laws.
Section 138 of the ST Act provides that if there is no council or there is insufficient members of the council to constitute a quorum in accordance with the scheme by-laws, the functions of the council may be performed by the owners in general meeting of the strata company.
The following by-laws apply to the council and the election of the council.[10]
[10] Ibid.
Sch 1 by-laws 12 to 22 are governance by-laws which concern the council. Sch 1 by-laws 23 to 29 are also governance by-laws. They concern the election of members to the council. It is useful to set them out in full below.
Council
12The rights and obligations of the Strata Company will be exercised and performed by the Council, subject to section 52 of the Act.[11]
[11] The reference to the 'Act' is the ST Act as it was on 4 November 2016.
13As a consequence of By-law 12, reference to the Strata Company in these By-laws will, unless specified otherwise or inconsistent with the context, be a reference to the Council.
14Until the first annual general meeting of the Strata Company, the Original Owner will constitute the entire Council.
15If there are co-Owners of a Lot:
15.1only 1 of the co-Owners will be eligible to be, or to be elected to be, a member of the Council; and
15.2the co-Owner who is eligible will be the co-Owner who is nominated by the other co-Owner but if the co-Owners fail to agree on a nominee:
15.2.1the co-Owner who, owns the largest share of the Lot will be the nominee; or
15.2.2if neither co-Owner owns the largest share of the Lot, the co-Owner whose name appears first on the certificate of title for the Lot will be the nominee.
16The Council will have a minimum of 3 and a maximum of 7 members.
17A quorum of the Council will be 3 members.
18If there are less than 3 Owners, each Owner:
18.1will be a member of the Council;
18.2must be present (personally or by proxy) for a quorum of the Council.
19A member of the Council will cease to be a member:
19.1if the member dies or ceases to be an Owner or co-Owner of a Lot;
19.2on receipt by the Strata Company of a written notice of resignation from the member;
19.3at the conclusion of an annual general meeting of the Strata Company at which:
19.3.1an election of members of the Council takes place; and
19.3.2that member is not elected or re-elected; or
19.4where that member is removed from office under Bylaw 20 whichever happens first.
20Except where By-law 14 applies, the Strata Company may by special resolution remove and replace any member of the Council at any time.
21The continuing members of the Council may act notwithstanding any vacancy in the Council provided that there is a quorum of members to the Council. However, the continuing members of the Council may also appoint other Owners to fill any casual vacancy that may arise.
22All acts done in good faith by the Council will, notwithstanding that it is afterwards discovered that there was some defect in the appointment or continuance in office of any member of the Council, be as valid as if that member had been duly appointed or had duly continued in office.
Election of Council
23At the first annual general meeting of the Strata Company, the Original Owner will constitute the entire Council.
24Subject to By-law 25, the Council will be elected from nominations of the Owners in accordance with By-law 26.
25Where the Original Owner remains, at the first annual general meeting and every subsequent annual general meeting, the owner of any Lot, the Original Owner will automatically be entitled to be a member of the Council (but may elect not to be a member of the Council by written notice to the Strata Company).
26Subject to By-law 25 the procedure for nomination and election of members of the Council will be as follows:
26.1the chairperson will provide Owners with a reasonable opportunity to nominate candidates for election to the Council;
26.2a nomination is ineffective unless supported by the consent of the nominee given:
26.2.1in writing and furnished to the chairperson at or before the meeting; or
26.2.2 orally by the nominee if the nominee is present at the meeting; and
26.3when no further nominations are forthcoming, the chairperson will:
26.3.1where the number of candidates is 7, declare those candidates to be elected as members of the Council; and
26.3.2where the number of candidates exceeds 7, will direct a ballot.
27If a ballot is to be held pursuant to By-law 26.3.2, the chairperson will:
27.1announce the names of the candidates;
27.2provide a ballot-paper to each person present at the meeting and entitled to vote; and
27.3arrange for a court of the votes recorded on valid ballot papers.
28If a ballot is held, the 7 candidates who receive the highest number of votes will be elected to the Council.
29If:
29.1more than 1 candidate receives the same number of votes; and
29.2those votes are the minimum number of votes received by any candidate,
then, as between those candidates, the election will be decided by a show of hands of those present and entitled to vote.
While Ms Godwin only challenges the validity of the council arising from the 2022 AGM, it is useful to start by briefly reviewing the election of council at the AGM held in 2020 and in 2021 and then to consider the following AGMs.
2020 AGM
The minutes of the AGM held on 9 March 2020 (2020 AGM) reflect a resolution to have a council comprised of five members. Mr Sidhu (owner of Lot 8), Ms Rachel McDonald (owner of Lot 10), Ms Maria Kennedy (owner of Lot 1), Mrs Sandra Turgay (co-owner of Lot 6) and Peet Alkimos Pty Ltd (the original owner per by-law 25) were duly elected. The strata manager at this time was ESM Strata. The minutes were signed by Ms Belinda Pfister of ESM Strata who was appointed as the chairperson of the 2020 AGM.
Each of the five members of the council elected at the 2020 AGM remain as a member of council until the conclusion of the next AGM, which was held on 12 June 2021 (2021 AGM). This is provided for in by-law 19. In this case as there was no resignation or death of a member of the council, therefore by reference to by-law 19.3, a member of council ceases to be a member when:
19.3at the conclusion of an annual general meeting of the Strata Company at which:
19.3.1an election of members of the Council takes place; and
19.3.2that member is not elected or re-elected[.]
In short, it is common ground that Ms Godwin and Mr Keet agree that the council elected at the 2020 AGM was validly constituted. I respectfully agree.
2021 AGM
Ms Godwin prepared the minutes of the 2021 AGM.[12] Ms Maria Kennedy (owner of Lot 1) was appointed as the chairperson. Mr Mann (owner of Lot 19) was recorded as an apology. The minutes of the 2021 AGM reflect that a motion was passed that the council is to comprise seven members. Six candidates or nominations were recorded as received and they were all elected: Mr Sidhu (owner of Lot 8), Mr Kenneth Campbell (owner of Lot 15), Mr Simon Low (owner of Lot 2), Mr Jarrod Hikuroa (owner of Lot 20), Ms Manderson (owner of Lot 12), and Peet Alkimos Pty Ltd (the original owner per by-law 25). The strata company did not appear to have a strata manager at this time. Mr Sidhu (owner of Lot 8) signed the minutes of the 2021 AGM as a true and correct record.
[12] First respondent's bundle of documents at pages 61 to 66.
In short, it is common ground that Ms Godwin and Mr Keet agree that the council elected at the 2021 AGM was validly constituted. I respectfully agree.
The 2021 Agreement was executed on 12 June 2021 by Mr Sidhu and Mr Mann as members of the council. On 15 June 2021 by Ms Grigo and Mr Keet executed the 2021 Agreement for SAS. That is, both parties executed the document before the 2021 AGM. I will return to the members of council who signed the 2021 Agreement later in these reasons (see below at [164] to [165]).
2022 AGM
The next AGM was held on 17 January 2022 (2022 AGM).
Mr Sidhu (owner of Lot 8) attended the meeting by electronic means. Ms Godwin testified that she was present at the 2022 AGM with Mr Sidhu by electronic means. Mr Keet was appointed as the chairperson for the 2022 AGM.
The minutes of the 2022 AGM reflect the following in relation to the constitution of the council:[13]
[13] Ibid at pages 76 to 77.
2.Council of the strata company constitution
Moved: Ms M T Kennedy Seconded: Ms R Manderson
Motion - That the council shall consist of 4 members.
The chairperson declared the motion carried.
Election of Council members
Nominations received
Peet Alkimos Pty Ltd Lots 11 & 14
Roslyn Manderson Lot 12
As the number of candidates did not exceed the number of council members the chairperson declared those candidates to be elected as members of the council until the conclusion of the next Annual General Meeting.
Expressions of interest were received from-
Simon Low Lot 2
Mary O'Brien Lot 16
Note
•The election of council members left two vacancies on the council which are expected to be filled by representatives of lots 2 and 16 at the invitation of the members of the strata council.
At the final hearing, Mr Keet explained the use of the term 'expressions of interest' in the minutes, as set out in the previous paragraph, in the following way:[14]
It - it means it was my way of explaining to anybody that wasn't at the meeting that those two persons expressed a desire to be on the strata council, …
… they [Mr Lowe and Ms O'Brien] nominated verbally …. at the AGM …
… So I perhaps should have put those two as nominees in the nominations received, and noted them as Mr Lowe as not having a valid nomination, because it wasn't - he didn't have a - he wasn't nominated by his co-proprietor.
…
Ms O'Brien was not financial at the time and could not nominate herself.
[14] ts 36 to 38, 23 May 2025.
Mr Keet confirmed at the final hearing that no owner had nominated Ms O'Brien for council. That is, Ms O'Brien self-nominated to be a member of the council. Mr Keet stated:[15]
[T]here was a brief discussion about that, and - that we thought it was a better idea to - to have her invited on to the council after the meeting by - by the existing council members - or the elected council members.
[15] ts 38, 23 May 2025.
According to Mr Keet, after the 2022 AGM, Ms Manderson or Mr Jordan Pyne of Peet Alkimos Pty Ltd (the original owner) invited Ms O'Brien and Mr Lowe to fill a vacancy on the council 'to fill out the four positions'. Mr Lowe resigned as a member of council just a few months later and then Mr Hatley (co-owner of Lot 7) was invited to join the council.[16]
[16] ts 342, 2 May 2025.
Finally, Mr Keet explained what he understood the 'two vacancies on the council' to mean as follows:[17]
Because there's two - the council is constituted by four members - - -
--- and there's two were elected at the meeting, there was two vacancies left on the strata council.
…
If there is nobody in the spot [member of the council] then it is a vacancy.
…
[U]nder the by-laws if there's less than a quorum for the council - for a council meeting, that the - the remaining members are - can invite other owners to be on council[.]
[17] ts 39 to 40, 23 May 2025, ts 347 to 352, 2 May 2025.
In addition, Mr Keet made the following written submissions on when a 'vacancy' of a member of the council arises:[18]
[T]he scheme by-laws nor the [ST] Act consider any other type of vacancy apart from a casual vacancy. The constitution of and election of council members at a general meeting set out in by-laws 12 to 29 are particular in that the council will consist of minimum of 3 and maximum of 7 members (which is determined at the AGM) and nominations are called for and then members are elected from the nominees. This process inherently poses a distinct possibility that once the number of council members is determined that constitutes the council that nominations for those positions will be either more or less than the positions available. The scheme by-laws contemplate a ballot being held if there are more nominations received than positions available (but curiously only if there are more than 7 nominees) and then declare nominees to be elected to council (once again curiously only when there are 7 nominees) but does not define what occurs if the number of nominations does not reach the number of positions available. A strict interpretation of the scheme bylaws would only allow for the number of council members to set at 7 and nominees could only be declared elected if there were 7 nominees or more (after a ballot). I believe that this is in conflict with the intent of by-law 16.
There is a lack of definition of the term 'casual vacancy' or the term 'vacancy' in the scheme by-laws or the [ST] Act which requires enquiry elsewhere to understand whether the power given to the council under by-law 21 to: 1) continue to function with a vacancy and 2) appoint other owners to fill a casual vacancy. The Interpretations Act 1984 (WA) does provide some clarity under [s] 57 which appears to contain the meaning that the powers of such a body (board, tribunal, commission, committee, council or other similar body) shall not be affected by any vacancy in the membership of the body.
It would therefore appear that under the Interpretations Act the council would be able to act with one vacancy (being the position not filled at the AGM) to appoint an owner to fill the vacancy (casual vacancy) under by[l]aw 21.
The alternative interpretation of the by-laws and giving consideration to the decision in WASAT CC 579 of 2020 is that the AGM would have to constitute the council with 7 members to comply with by-laws 26.3.1 and potentially 26.3.2. Any number of nominations received being less than 7 could not be declared elected to the council as per bylaws 26.3.1. It appears counter to the council election process to be forced to convene one or more EGMs until 7 nominations were received in order to comply with by-law 26.3.1. This could potentially leave the strata company without a council for a significant amount of time.
[18] Written submissions filed by Paul Keet on 30 June 2025 at page 4.
Mr Keet also raised whether by-law 17 is invalid. This is because, Mr Keet submits:[19]
[W]here the number of council members is constituted by 3 members then under the Interpretations Act 1984 the functions may be performed by a majority of those persons under [s] 54(1). At least one half of the number of members constitutes a quorum for any number greater than 3 under [s] 54(2)[.]
[19] Written submissions filed by Paul Keet on 30 June 2025 at page 5.
Ms Godwin does not accept Mr Keet's understanding of when a 'vacancy' arises on the council. In reply to Mr Keet's question about when a vacancy arises under by-law 21 Ms Godwin stated:[20]
[By-law 21] talks about a vacancy, a vacant seat. That is a seat that has been taken, a seat that has been appointed previously. [Mr Keet] did not appoint three members at the AGM. [Mr Keet] appointed two, not three.
…
and the quorum of the council will be three[.]
[20] ts 68, 30 April 2025.
Mr Keet conceded at the final hearing that Mr Lowe and Ms O'Brien were not valid candidates or nominations for the council at the 2022 AGM. This is on the basis that it was accepted by Mr Keet that:
•Ms O'Brien was 'unfinancial' and therefore could not selfnominate as a candidate for the council; and
•Mr Lowe was not nominated by his co-owner, contrary to bylaw 15.
The consequence is that there were only two valid candidates or nominations for the council at the 2022 AGM. Mr Keet's understanding is that this results in two 'vacancies' of the council. I do not accept Mr Keet's preferred interpretation of by-law 21 concerning 'vacancies' on the council for the reasons I explain in the following paragraphs.
The starting point is by-law 16. It provides that the council will be comprised of a minimum of three and a maximum of seven members. At the 2022 AGM it was resolved that the council is to comprise four members.
Next, in order for the council to carry out the functions of the strata company (as set out in s 135(1) of the ST Act), the council must be quorate, or in other words, there must be at least three members as required by by-law 17.
The procedure for nomination and election of members to council is set out in by-law 26. By-law 26.3.1 provides for a ballot when the number of candidates exceeds seven. However, nothing in by-law 26 deals with the situation, which has arisen in this case, where the strata company resolves to have a council of less than seven members (in this case four members) and the number of candidates or nominations is less than the minimum number for the council to be quorate (that is, three members as required by by-law 17). In this case, at the 2022 AGM, as conceded by Mr Keet, there were only two valid candidates or nominations for the council.
As there were only two valid candidates or nominations for council at the 2022 AGM which is less than the minimum number of three members required for the council to be quorate (as required by bylaw 17), the result is that the council is not able to carry out the functions of the council. Therefore, a ballot or election was not required at the 2022 AGM and no candidates or nominations could be declared elected to the council. Following Pearce and Clay [2021] WASAT 142 (Pearce and Clay) at [87], this leads to the conclusion that the strata company (that is, all the owners) was the council immediately following the conclusion of the 2022 AGM. Consequently, as provided for in s 138 of the ST Act, if at any time there is no council or there are insufficient members of the council to constitute a quorum in accordance with the scheme by-laws, the function of the council may be performed by the owners in general meeting of the strata company.
Who can appoint additional members to the council?
The question then arises, as did in Pearce and Clay at [93], who may appoint additional members to the council in order for the council to be quorate (in this case three members as required by-law 17)? Is it only the strata company (that is, all the owners) in general meeting or can the two candidates for council at 2022 AGM make such appointments as what appears to have happened in this case?
The principles to properly construe by-laws was recently summarised in Reilly and Perkins Holdings (WA) Pty Ltd [2025] WASAT 81 (Reilly) at [93] to [94]. I adopt those principles and have applied them in this case.
The starting point is by-law 12. It provides that the rights and obligations of the strata company are to be exercised and performed by the council subject to s 52 of the ST Act (as it was in 2016 when the bylaws were registered by the Registrar of Titles for this strata scheme). That section provides:
52. Performance of functions by proprietors in general meeting
Where by resolution passed at a general meeting of a strata company a restriction has been imposed in relation to the performance of a function by the council of the strata company, that function may be performed to the extent that it is so restricted by the proprietors in general meeting of the strata company.
Section 52 as set out in the preceding paragraph is similar to s 135(1) of the ST Act. That is, the council is to perform the functions of the strata company, subject to the ST Act and any restriction imposed or direction given by ordinary resolution.
By-law 21 properly construed provides that the continuing members of the council may act notwithstanding any vacancy in the council provided there is a quorum of members of the council (which in this case is three by reference to by-law 17). There was not a quorum of three members following the nomination and election of members to the council process at the 2022 AGM therefore there was no council.
In addition, by-law 21 provides that the continuing members of the council may appoint other owners to fill any casual vacancy that arises.
As Mr Keet highlighted, the terms 'vacancy' and 'casual vacancy' are not defined in the by-laws. Properly construed, by-law 21 provides that a casual vacancy arises for a council that is quorate (that is, in this case three members by reference to by-law 17) before the vacancy arises such as when a member resigns or dies. To take an example, if the council comprised five members and one member resigned a casual vacancy arises. In such a case, the continuing members may appoint another member to fill that casual vacancy.
In this case as previously stated, but repeated here, the council was not quorate following the 2022 AGM as the council did not comprise at least three members. While it is clear that one of the objectives of an AGM is for the election of the council (as required by s 127(3)(a) of the ST Act), the result in this case is, following Pearce and Clay at [92] to [111], that the two members (Peet Alkimos Pty Ltd and Ms Manderson could only convene a general meeting to elect sufficient members (three eligible members) to form the council. This did not happen. Consequently, the strata company (that is, all the owners) is the council following the 2022 AGM.
Finally, by-law 22, properly construed as to what a reasonable person would understand the language of the by-laws to mean, provides that acts done in good faith by the council are taken to be valid notwithstanding any defect in the appointment of continuance in office of any member of the council. This by-law must be construed in the context of the ST Act and the other by-laws concerning the council and election of the council. This means, that it is only those acts done in good faith by a quorate council (in this case, a council of three members as required by by-law 17). In my view, by-law 22 cannot apply in regards to the acts done by the council following the 2022 AGM because the council was not quorate.
In summary, no members were elected at the 2022 AGM and therefore the strata company (that is all the owners) was the council immediately following the 2022 AGM. The result is that decisions made by the council including at the council meeting held on 17 January 2022 need to be reviewed and either confirmed or set aside by the strata company. To be clear, unlike in Pearce and Clay where there were two sets of conflicting minutes for the AGM, in this case the resolutions passed at the 2022 AGM were passed by the strata company in general meeting (that is all the owners) and confirmed in the minutes of the 2023 AGM and therefore do not need to be reviewed. Similarly, as the resolutions passed at the EGM held on 31 May 2022 were either passed or failed by the strata company in general meeting they do not need to be reviewed. It is only the decisions made by council (which was not quorate) that need to be reviewed by the strata company and either confirmed or set aside.
Finally, item 13 of the 2022 AGM concerns the 2023 Agreement. I will return to this later in these reasons (see below at [169] to [188]).
2023 AGM
In contrast to Clay and Pearce at [113] where only one owner, Mr Clay, sought to call an AGM where there were two competing councils, in this case, on 20 January 2023, SAS issued notice of the AGM to be held on 9 February 2023 (2023 AGM). Attached to the notice is an agenda and various documents. In all of the circumstances of this case, it is reasonable to infer that the strata company (as I made the finding earlier in these reasons that there was no council following the 2022 AGM) authorised SAS to issue the notice for the 2023 AGM. The reason is that neither Ms Godwin nor Mr Sidhu nor any other owner has challenged the validity of the notice of the 2023 AGM or the 2023 AGM itself.
Neither Mr Sidhu nor Ms Godwin attended the 2023 AGM in person or by proxy.
Mr Keet was appointed as chairperson of the 2023 AGM. The minutes reflect the following in relation to the constitution of the council:[21]
[21] First respondent's bundle of documents at page 165.
2Council of the strata company constitution
Moved: Rachel McDonald Seconded: Roslyn Manderson
Motion - That the council shall consist of 5 members.
The chairperson declared the motion carried.
Election of Council members
Nominations were received from -
Lot 16 - Mary O'Brien - Self Nominated
Lot 10 - Rachel McDonald - Self Nominated
Lot 12 - Roz Manderson - Self Nominated
Lot 14 - Peet Alkimos Pty Ltd - Elected by virtue of Schedule 1 By-law
Lot 7 - Daniel Hatley - Nomination invalid – not nominated by co-owner
One vacant position to be filled by invitation from the strata council. The number of candidates did not exceed the number of council members. The chairperson declared those candidates to be elected as members of the council.
According to the strata roll, Ms O'Brien is the owner of Lot 16, having purchased it on 17 September 2021. Ms O'Brien sold her lot on 31 January 2024. Ms McDonald is the owner of Lot 10, having purchased it on 9 December 2016. She sold it on 10 May 2024. Finally, Ms Manderson is the owner of Lot 12, having purchased it on 7 September 2020. She sold it on 28 February 2025. In short, each of Ms O'Brien, Ms McDonald and Ms Manderson owned a lot when the 2023 AGM was held on 9 February 2023.
According to Mr Keet at the 2023 AGM:[22]
…
2 sole owners self nominated verbally at the meeting deemed valid by the [c]hairperson, 1 from a sole owner who had monies owning to the strata company but had applied for a plan of payments to clear the debt which had been approved by the strata council and complied with by the owner. On the back of advice previously provided by Mr Alex Shaw of Atkinson Legal that an approved payment plan effectively delays the due dates for payment of levies to the dates the payments are due, the nomination was deemed valid by the chairperson,
1 verbal nomination from a co-owner was deemed invalid by the chairperson on the grounds that the nominee was nominated by the coowner of the lot as per Schedule 1 by-[l]aw 15.
Peet Alkimos Pty Ltd (the original owner) was automatically entitled to be a member of the council under Schedule 1 by-law 25 and did not [provide] written notice that they had elected not to be a member of the council.
A ballot was not conducted as the number of nominees did not exceed the number of positions available i.e. four valid nominations and 5 positions available. Schedule 1 by-law 26.3.2 only provides for a ballot where the number of candidates exceeds 7.
The chairperson declared the valid candidates as members of the council despite Schedule 1 by-law 26.3.1 only providing for that declaration when the number of candidates is 7.
[22] Written submissions filed by Paul Keet on 30 June 2025 at page 4.
Ms Godwin questions whether an owner who entered into a plan of payments to clear outstanding contributions owing to the strata company can self-nominate to be a member of the council because, in her view, that owner would be 'unfinancial'.
While it is correct that an owner who is 'unfinancial' cannot selfnominate for council, such an 'unfinancial' owner may be elected to the council provided that another owner (who is not 'unfinancial') nominates that owner to be a member of the council (s 132(2) of the ST Act and by-laws 23 to 29). It is however not necessary for me to further consider whether the owner with a plan of payments can selfnominate for council in this case because there are already three other members of the council (Ms McDonald, Ms Manderson and Peet Alkimos Pty Ltd) and therefore the council is quorate (three members as required by by-law 17).
In summary, I find the council was properly constituted following the 2023 AGM.
2024 AGMs
Two AGMs were held in 2024.
The first AGM in 2024 was held on 30 January 2024. Mr Sidhu and Ms Godwin did not attend that AGM in person or by proxy.
Mr Keet was appointed to be chairperson of that AGM. The minutes reflect the following in relation to the constitution of the council:[23]
[23] First respondent's bundle of documents at page 227.
Council of the strata company constitution
Moved:The Chairperson Seconded: Roslyn Manderson
2.Motion - That the council shall consist of 3 members.
The chairperson declared the motion carried.
Election of Council members
Nominations were received from the following candidates for election to the council.
Lot 9 Aletta Fourie - Self-nominated
Lot 10 Rachel McDonald - Self nominated
Lot 12 Roslyn Manderson - Self-nominated
As the number of candidates did not exceed the number of council members required the chairperson declared those candidates to be elected as members of the council.
It was not necessary to hold a ballot.
According to the strata roll, Ms Fourie is the owner of Lot 9, having purchased it on 5 September 2023. Ms Fourie sold her lot on 31 May 2024. Ms McDonald is the owner of Lot 10, having purchased it on 9 December 2016. Ms McDonald sold it on 10 May 2024. Finally, Ms Manderson is the owner of Lot 12, having purchased it on 7 September 2020. Ms Manderson sold it on 28 February 2025. In short, each of Ms Fourie, Ms McDonald and Ms Manderson owned a lot when the first AGM was held in 2024, that is, on 30 January 2024.
As there were three nominations who were not declared 'unfinancial', I find the council was properly constituted following the first AGM held in 2024, that is on 30 January 2024.
The second AGM was held on 17 December 2024. Mr Sidhu and Ms Godwin did not attend that AGM in person or by proxy.
Ms Manderson testified that the AGM was called because AGMs are held every 12 months and it had to do with setting of levies.[24]
[24] ts 170, 1 May 2025.
Mr Keet was appointed to be chairperson of that AGM. The only owner in attendance at that AGM in person was Ms Manderson. There was a proxy held by Ms Manderson for Ms Tracey and Mr Barry Steele, the co-owners of Lot 4. According to the strata roll, Mr and Mrs Steel purchased Lot 4 on 5 January 2024.
The minutes of the second AGM for 2024 reflect the following in relation to the constitution of the council:[25]
[25] First respondent's bundle of documents at page 351.
Council of the strata company constitution
Moved: Roslyn Manderson Seconded: Chairperson
2.Motion - That the council shall consist of 3 members.
The chairperson declared the motion carried.
Election of Council members
The following candidates nominated for election to the council.
Lot 4 Barry Steele nominated by Tracey Steele
Lot 12 Roslyn Manderson - Self-nominated
Note - one position was left vacant
As the number of candidates did not exceed the number of council members required the chairperson declared those candidates to be elected as members of the council.
It was not necessary to hold a ballot.
Like for the 2022 AGM, there was no council following the second AGM held in 2024 on 17 December 2024. This is because only two owners nominated to be members of the council and by application of by-law 17, for the council to be quorate there must be three members.
In summary, like in Clay and Pearce, no members were elected at the AGM held on 17 December 2024 and therefore the strata company (that is, all the owners) was the council immediately following that AGM. The result is that any decisions made by the council including at the council meeting held on 17 December 2024 need to be reviewed and either confirmed or set aside by the strata company.
Mr Perkins' (who according to the strata roll became the owner of Lot 12 on 28 February 2025) submits that when Ms Manderson and Ms McDonald sold their lots, which occurred on 18 February 2025 and 10 May 2024 respectfully, the remaining member of council, Mr Steele, nominated him (Mr Perkins) to be a member of the council which he accepted. He then nominated Ms Dawn Squire who accepted to be a member of the council.
While it is Mr Perkins' submission that Mr Steel (who became the owner of Lot 4 on 5 January 2024), Ms Squire (who became the owner of Lot 1 on 25 January 2024) and he (Mr Perkins) are the council and remain as the council until such time as an EGM or an AGM is called where all owners have the opportunity to nominate to be a member of the council, that may be what has transpired in a practical sense, but as I have made the finding that there was no council following the AGM held on 17 December 2024, that means the strata company (all the owners) are the council following the last AGM held on 17 December 2024. To be clear, the resolutions passed at the AGM held on 17 December 2024 were passed by the strata company (that is, all the owners) in general meeting and so do not need to be reviewed. This is despite Ms Godwin complaining that the minutes of the AGMs do not reflect how many owners voted in favour of each resolution passed. Neither the ST Act nor the Strata Titles General Regulations 2019 (WA) (Regulations) prescribe the form or content that the minutes of general meetings must take.
Therefore, it is only the decisions made by council following the AGM held on 17 December 2024 to when the next AGM is held (presumably sometime in 2025), such as at council meetings that need to be reviewed and either confirmed or set aside by the owners in general meeting of the strata company.
Summary - whether the council was constituted?
In summary, there was a council properly constituted following the 2020 AGM, 2021 AGM, 2023 AGM and at the first of the two AGMs held in 2024, that is on 30 January 2024.
There was no council following the 2022 AGM and no council following the second of the two AGMs held in 2024, that is on 17 December 2024. To that extent there is a breach of the by-laws concerning the constitution of the council. However, that does not invalidate or terminate the 2021 Agreement or the 2023 Agreement.
Consequently, following the 2022 AGM and the AGM held on 17 December 2024 there is no council but rather the strata company (that is all the owners) is the council. This means that that decisions made by the council following the 2022 AGM until the 2023 AGM was held, which includes the council meeting held on 17 January 2022 are to be reviewed and either confirmed or set aside by the owners in general meeting of the strata company. Similarly, decisions made by the council following the AGM held on 17 December 2024 until when the next AGM is held (in 2025) are to be reviewed and either confirmed or set aside by the owners in general meeting of the strata company.
Whether the EGM held on 23 January 2024 is valid?
Mr Keet challenges the validity of the purported EGM held on 23 January 2023 which was chaired by Ms Godwin and which Ms Godwin asserts a council was elected comprised of Mr Sidhu, Mr Campbell and Mrs Wong.
Mr Keet submits that while Ms Godwin declared a quorum at that EGM, he says that at least two owners present were unfinancial (owing contributions to the strata company) and less than 50% of the lot owners were in attendance either in person or by proxy with the consequence that the EGM held on 23 January 2024 is invalid.[26]
[26] Written submissions of Paul Keet filed on 30 June 2025 at page 5.
Further, Mr Keet submits:[27]
•The special resolution put forward at the purported EGM to 'remove all the current members of the council' was recorded as being passed with four votes in favour, two votes against and one abstention despite there being less than 50% of the owners represented at the time the vote was taken and no mention in the minutes of votes being received in writing after the purported EGM. Further, two of the votes who voted in favour of the resolution were not entitled to vote in contravention of s 120(2) of the ST Act.
•The minutes of the purported EGM reflect that the meeting closed at 4:35 pm when Ms Godwin left along with Mr Sidhu and Mr Campbell. Thereafter, the minutes reflect that the purported EGM was reconvened at 5.10 pm during which three owners nominated for council, two of which were unfinancial and therefore unable to nominate themselves. Ms Godwin then declared the three owners as the new council.
•The reconvening of the purported EGM does not comply with s 132 of the ST Act which only allows the chairperson to call for an adjournment with the consent of the meeting which did not happen.
•The proposed special resolution was not provided in the notice of the meeting. Further, notice was not given of the amended motion nor was the outcome of voting provided to those not at the meeting contrary to s 121 of the ST Act.
[27] Ibid.
Ms Manderson testified that she was the owner of Lot 12, a member of the council in January 2024 and that the council did not receive a requisition to convene the EGM for 23 January 2024.[28] Ms Manderson explained that she only received the notice of the EGM in an email from Mr Keet. She then attended the EGM along with Ms McDonald. Ms Manderson described the EGM 'as a bit of a fiasco'.[29]
[28] ts 133, 1 May 2025.
[29] Ibid.
Ms McDonald testified that she was the owner of Lot 10, a member of the council in January 2024 and that the council did not receive a requisition to convene the EGM on 23 January 2024.[30] In addition, Ms McDonald said she attended the EGM with Ms Manderson and noted that there were only seven owners in attendance in person or by proxy. Further, Ms McDonald said the EGM was not adjourned but rather 'ended with lots of yelling back and forth and storming off'.[31] Finally, Ms McDonald stated nothing was discussed about terminating the strata manager's contract at that EGM. Rather, what was discussed was the new council which she tried to explain to those present at the EGM that both she and Ms Manderson were current members of the council as they were elected at the last AGM.[32]
[30] ts 179, 1 May 2025.
[31] ts 179, 1 May 2025.
[32] ts 180, 1 May 2025.
Finally, Ms O'Brien testified that she was the owner of Lot 16 and that neither she nor the council received the requisition for the EGM to be held on 23 January 2024.[33] Ms O'Brien said she attended the EGM of 23 January 2024, having received a copy of the notice from Mr Keet. Ms O'Brien stated there was no discussion at that meeting of terminating the strata management agreement with SAS.[34]
[33] ts 208, 1 May 2025.
[34] ts 220, 1 May 2025.
Mr Keet submits the following harm has been caused by the purported EGM of 23 January 2024:[35]
•The council elected at the 2024 AGM held on 30 January 2024 has been prevented from properly conducting its business, in particular, the recovery of outstanding contributions owed to the strata company and the enforcement of by-laws.
•Threats of legal action against council members elected at the 2024 AGM by Mr Sidhu and Ms Godwin have deterred owners from nominating to be a member of council.
•It is not desirable nor feasible for the strata company to operate with two groups of owners claiming to be the council.
•Owners are disengaged from strata matters due to receiving mixed messages.
•Accusations made by Ms Godwin, in particular attempts to undermine the authority of the council elected at the 2024 AGM held on 30 January 2024 and the strata manager has caused the council and the strata manger to spend much time in unnecessarily dealing with those communications.
[35] Written submissions of Paul Keet filed on 30 June 2025 at pages 6 to 7.
Ms Godwin's position is very different.
Ms Godwin says that Mr Sidhu instructed her to issue the notice for EGM held on 23 January 2024 and this was on the basis that 25% of the lot owners wanted the EGM.[36] According to Ms Godwin, the owners who sought the EGM were: Mr Sidhu (Lot 8), Mr Campbell (Lot 15), Ms Winders (Lot 17), Mrs Wong (Lot 2) and Mrs Turgay (Lot 6).[37]
[36] ts 72 to 73, 30 April 2025.
[37] ts 75, 30 April 2025.
Ms Godwin testified that the five named owners in the preceding paragraph did not write to her to request an EGM. But rather Ms Godwin explained it this way:[38]
No, I think it was just when [Ms] O'Brien sold, everyone went, 'Yay, let's get it. Now, have an EGM. Get rid of this guy … and have a [c]ouncil of Owners[.]
[38] Ibid.
Ms Godwin's evidence is that Ms O'Brien was no longer an owner as of 8 January 2024 which is when, in her view, the sale contract was 'unconditional, that is the end of the sale date, not when it settles or when the people get their money'.[39]
[39] ts 76, 30 April 2025.
Ms Goodwin accepts that she proceeded to chair the EGM on 23 January 2024 and allowed owners present to vote without knowing if the owners were financial or unfinancial.[40]
[40] ts 82 to 83, 30 April 2025.
One of the purported decisions made at the EGM of 23 January 2024 was to terminate the strata management agreement with SAS.[41] Another decision purportedly made at the EGM was to remove the previous members of the council for what Ms Godwin described as breaches of the ST Act.[42]
[41] ts 101, 30 April 2025.
[42] ts 160, 1 May 2025.
It is Ms Godwin's position that Mr Keet refuses to accept the decision made at the EGM of 23 January 2024 that the strata company's agreement with SAS to provide strata manager services was terminated.[43] The consequence of that refusal by Mr Keet, according to Ms Godwin is:[44]
Basically, they were - they [Mr Sidhu, Mr Campbell and Ms Wong] had to stand down. They tried - they tried to - some letters were sent regarding false - false accusations by Mr Keet. They instigated the decision to engage another strata manager, which was done. And Mr Keet refused to hand over[.]
[43] ts 118, 1 May 2025.
[44] Ibid.
The starting point is to determine if there was a valid notice for the EGM called for 23 January 2024.
Whether notice for EGM of 23 January 2024 is valid?
The ST Act provides for two situations when an EGM of the strata company may be convened. They are provided for in s 128(2) as follows:
(a)may by the council [ ] as the council thinks fit; and
(b)must be convened by the council [ ] on the written request of owners entitled to 25% or more of the unit entitlements of the lots in the strata titles scheme.
The above section is reflected in by-law 46 as follows:
46The [c]ouncil:
46.1may, whenever it thinks fit; and
46.2will, upon a requisition in writing made by the [o]wners entitled to a quarter or more of the aggregate unit entitlement of the [l]ots, convene an extraordinary general meeting.
Section 128(3) of the ST Act provides that the owners making the request under s 128(2)(b) of the ST Act, or any of them holding more than 50% of the unit entitlements of the lots in the strata titles scheme, may take steps to convene an EGM if the council does not, within 21 days after the request is made.
By-law 47 is somewhat different to s 128(3) of the ST Act. However, it is not necessary for me to consider whether that by-law is inconsistent with the ST Act. This is because:
•the council, which I earlier made the finding was duly elected at the 2023 AGM, did not call the EGM for 23 January 2024;
•written notice was not given to the council duly elected at the 2023 AGM to convene the EGM for 23 January 2024;
•if written notice was given to the council by Ms Godwin or other owners, the owners entitled to 25% or more of the unit entitlements of the lots failed to wait 21 days before taking steps to convene the EGM for 23 January 2024; and
•steps were taken by the five owners (see above at [108]) who did not hold more than 50% of the unit entitlements of the lots to hold the EGM on 23 January 2024.
Section 129 requires that 14 days' notice be given to all owners and the first mortgagee of those lots of general meetings (which includes EGMs). However, the accidental omission or non-receipt of the notice does not invalidate the proceedings of the general meeting.
Section 129(2) sets out mandatory requirements for the notice. They are:
(a)the date, time and venue of the meeting; and
(b)for an annual general meeting, notice of each item of business referred to in section 127(3); and
(c)for special business, notice of the general nature of that business; and
(d)notice of each method of voting, whether by means of an electronic communication or otherwise, that is acceptable to the strata company.
By-law 48 is the same as s 129(2) of the ST apart from the omission of s 129(2) concerning notice of each method of voting. In this regard scheme by-law 48 is inconsistent with the ST Act.
While the first three mandatory requirements as set out in s 129(2) are met, the notice did not set out the methods of voting.
Ms Godwin conceded in giving testimony that she knew where Ms Manderson, Ms McDonald and Ms O'Brien lived but admitted that while she prepared the notice of the EGM for 23 January 2024, she did not give notice of the EGM to them because:[45]
[Ms Godwin] didn't have their email address.
[45] ts 114, 1 May 2025.
I find the written notice given was not given to the council (which I earlier made the finding that the council was validly constituted following the 2023 AGM) as required by s 128(2)(b) of the ST Act to requisition the EGM for 23 January 2024. Consequently, the purported EGM held on 23 January 2024 is invalid and all resolutions purportedly passed at that EGM are invalid.
If I am incorrect, and notice was given to the council (as validly constituted following the 2023 AGM), I find that the notice for the purported EGM of 23 January 2024 is still invalid as it failed to set out the methods of voting as required by s 129(2) of the ST Act.
Whether quorum at EGM of 23 January 2024?
Mr Keet challenged the special resolution to 'remove all the current members of the council' on the grounds that there was not a quorum despite Ms Godwin declaring a quorum. When asked whether 50% of the owners entitled to vote were present at the EGM of 23 January 2024, Ms Godwin replied:[46]
I've got no idea.
[46] ts 85, 30 April 2025.
The starting point is s 130 of the ST Act which sets out what constitutes a quorum for a general meeting. Importantly, no business may be transacted unless a quorum is present at the time when the meeting proceeds to business. For a strata scheme with more than two lots, as is the case here, s 130(3) of the ST Act provides there is a quorum if there are present persons who are entitled to cast the votes attached to 50% of the lots in the strata scheme. However, if a quorum is not present after 30 minutes has elapsed from the time appointed for the general meeting, the persons entitled to vote who are present at the meeting are taken to constitute a quorum for the purpose of that meeting.
By-law 51 and by-law 52 read together cover the requirements set out in s 130(3) of the ST Act. By-law 51 provides that a quorum is achieved when 'half of the persons entitled to vote present in person or by duly appointed proxy. By-law 52 provides that if within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened upon the requisition of the owners, will be dissolved and in any other case it will proceed and those persons entitled to vote and present constitute a quorum.
What happens if scheme by-law inconsistent with the ST Act?
Section 46(b) of the ST Act provides that scheme by-laws that are inconsistent with the ST Act or any other written law are invalid. Consequently, to the extent that by-laws 48, 51 and 52 are inconsistent with the ST Act they are invalid.
Form 3 of the strata plan shows a total unit entitlement of 1,000 units where each of the 20 lots has a unit entitlement of 50 units.
Therefore, in this case, lot owners entitled to cast votes attached to 50% of the lots (or 10 lots out of the 20 lots) need to be present in person or by proxy at the EGM of 23 January 2024. The minutes reflect that five owners were present in person and two by proxy. That is a total of seven owners (out of twenty owners) and therefore less than 50% of lot owners. Further, at the commencement of the EGM, without waiting 30 minutes (as required by s 130(3) of the ST Act), the chairperson, Ms Godwin, declared there was a quorum and proceeded with business. Ms Godwin could not make such a declaration as only seven lot owners (out of 20 lots) were present in person or by proxy.
In conclusion, the purported EGM held on 23 January 2024 is invalid and all resolutions passed at that meeting are invalid.
Whether the council meeting held on 23 January 2024 is valid?
Mr Keet submits that like for the purported EGM held on 23 January 2024, there was no notice of the purported council meeting held the same day, that is, on 23 January 2024.
Further, Mr Keet asserts, in summary:[47]
•Ms Godwin is neither an owner nor a member of council member and therefore should not have chaired the council meeting.
•Contrary to s 121 of the ST Act, the 21 day voting period was not allowed to close before any member of council could be considered to be removed.
•The minutes do not record who was present nor that a quorum was present at the council meeting.
•The business of the council meeting contained motions that were not in keeping with the duties of council members, such as the declaration of two unfinancial council members as being financial, the cancelling of a notified AGM, making an application to the Tribunal, appointing a power of attorney for an owner to represent the strata company in legal proceedings and restricting owners from nominating for council.
[47] Written submissions of Paul Keet filed on 30 June 2025 at page 6.
As there was a validly constituted council following the 2023 AGM, it was not open to Ms Godwin to call a meeting of the council for 23 January 2024. This is because she was not a member of that council.
There was no written notice given of the council meeting contrary to bylaw 37.1. Consequently, the purported council meeting of 23 January 2024 is invalid and any resolutions passed at that meeting are invalid.
Whether termination notice and show cause notice valid?
Termination notice
On 29 January 2024, Ms Godwin by email, addressed to Mr Keet (with a copy to 11 email addresses), required Mr Keet:[48]
… to cancel the AGM for tomorrow and notify the owners.
[48] First respondent's bundle of documents at page 222.
Mr Godwin in the above email alleges that Mr Keet:[49]
… [n]ot only have you not met the requirements to convene an AGM you are no longer entitled to do so, if you proceed you will be acting directly against the [c]ouncil [ ] and the [s]trata [c]ompany.
[49] Ibid.
Attached to Ms Godwin's email of 29 January 2024 is the termination notice. It is useful to set out that notice in full. It provides:[50]
NOTICE OF TERMINATION OF CONTRACT
In accordance with the laws set out in the Strata Titles Act 1985 WA amended section 83 (151)(1)(a) (b) (2) (a) (b) (3) (4) (a) (b) (c) (d) (e) (f) (5) …
The strata company waterfront apartments stage one strata plan 69486 hereby …. state that the contract with Strata [Asset] Services WA is terminated as at 24 January 2024.
The 'show cause notice' is the pending application to the State Administrative Tribunal, which states the grounds on which the contract is terminated, the facts relied upon and seeks and order pursuant to the Strata Titles Act 1985 WA section 103E(1) (2) (a).
The strata manager is hereby informed that the procedure to return records and other property in accordance with the Strata Titles Act 1985 WA section 83 (152) (1) (a) (b) (2) (3) (4) … the strata manager is to return all the strata company property to the strata company owners is to commence. The procedure for handover will be adhered to. The strata company property will be handed to another strata manager at a time and place to be arranged.
The decision has been made in accordance with law and by unanimous vote of the council of owners the waterfront apartments stage one SP69486[.]
[50] First respondent's bundle of documents at page 223.
Mr Keet submits that the termination notice is an action springing from the purported council meeting held on 23 January 2024 and should therefore be considered invalid. Further, Mr Keet submits, in summary:[51]
•Any special resolution from the purported council meeting held on 23 January 2024 could not take effect until the 28 day voting period had closed on 21 February 2024. That is the election of the council members could not take effect until 21 February 2024.
•A notice of AGM to be held on 30 January 2024 had already been issued by SAS to all the owners at which the election of council members must be held to comply with s 127(3)(a) of the ST Act.
•If the EGM of 23 January 2024 is valid it appears that following the closing of the voting period for the special resolution to remove all council members there would be no remaining council members to be able to fill any of the vacancies created thereby leaving the strata company with no council which defeats Ms Godwin's stated purpose for convening the EGM.
[51] Written submissions of Paul Keet filed on 30 June 2025 at pages 6 to 7.
In addition, Mr Keet contends that the termination notice is in contravention of s 151(2) of the ST Act because the notice fails to:[52]
(a)specify the date (being not less than 28 days after the date of the notice) on which the termination will take effect; and
(b)inform the strata manager of the right to apply to the Tribunal for review of the decision to terminate the contract.
[52] Written submissions of Paul Keet filed on 30 June 2025 at page 7.
It is not necessary to go into any great detail why the termination notice is invalid. It is invalid for the reasons given by Mr Keet as set out in the preceding paragraph - that is, the notice fails to comply with the basic requirements of:
•specifying the date on which the termination will take effect - being not less than 28 days after the date of the notice; and
•informing Mr Keet/SAS of the right to apply for a review of the decision to terminate the strata management contract.
Show cause notice
In addition, Ms Godwin attached a show cause notice to her email of 29 January 2024 and made the following statement:[53]
If you are to try and claim that the owners at the EGM were not financial, you would be wrong [.]
[53] First respondent's bundle of documents at page 222.
The show cause notice is set out in full above at [27].
It is Mr Keet's submission that the show cause notice is undated and unsigned and fails to comply with the requirement of s 151(3) of the ST Act including that the show cause notice was issued with the termination notice and not prior to the strata company considering the response from the strata manger.
Further, Mr Keet says the show cause notice fails to comply with the following requirements as set out in s 151(4) of the ST Act:
(a)state that the strata company proposes to terminate the strata management contract;
(b)specify the grounds on which it is proposed to terminate the strata management contract;
(c)set out the particulars of the facts relied on as evidence of those grounds;
(d)invite the strata manager to make written submissions to the strata company as to why the strata management contract should not be terminated; and
(e)specify the period (being at least 14 days after the date of the notice) within which the written submissions must be received by the strata company.
When Ms Godwin was asked if she invited SAS or Mr Keet to respond to the respond to the show cause notice, her testimony was that:[54]
I would have thought that as a strata manager he would know that he can submit submissions to the council. But he had no intention of doing that. He had already instigated another council of owners. So I presumed that he wasn't going to, because he had already set up - seven days later - the same people that had just been removed[.]
[54] ts 119, 1 May 2025.
Again, it is not necessary to go into any great detail why the show cause notice is invalid. It is invalid for each of the reasons given by Mr Keet as set out in the preceding paragraphs. In short, the show cause notice fails to comply with the requirements of s 151 of the ST Act.
Whether the 2021 Agreement and the 2023 Agreement are terminated?
It is common ground that there are two written strata management agreements.[55] What is hotly contested is whether the strata management agreements are terminated.
[55] One witness, Ms Manderson thought an 'electronic agreement' was executed in 2022 but did not provide any further information.
The first is the 2021 Agreement with a commencement date of 19 June 2021. The strata company entered into this agreement with SAS to perform scheme functions of the strata company as detailed in Sch A and Sch B to the agreement including preparing notices of AGMs, attending AGMs and preparing minutes of AGMs.
The second is the 2023 Agreement with a commencement date of 19 June 2023. It is similar to the 2021 Agreement but has a number of differences which are explained in the following paragraphs including the increase in fees. The strata company entered into the agreement with SAS to perform scheme functions of the strata company as detailed in Sch A and Sch B to the agreement including preparing notices of AGMs, attending AGMs and preparing minutes of AGMs.
2021 Agreement
The 2021 Agreement provides that the term of the agreement starts on 19 June 2021 for a period of one year.[56] Therefore the term would ordinarily end on 19 June 2022. However, the 2021 Agreement provides at Item 6 of the Reference Table:[57]
The Agreement continues after the end of the Term …
Option 1
until a Party terminates the Agreement by giving three months' notice of termination to the other Party, but, in any case, the Agreement ends five years after Start Date, if not terminated earlier [.]
[56] Item 4 of the Reference Table to the 2021 Agreement.
[57] Item 5 of the Reference Table to the 2021 Agreement.
How the 2021 Agreement may be terminated is set out in clause 19. It relevantly provides:
19.0Termination
19.1The Strata Manager gives notice to the Strata Company drawing attention to the [ST] Act section 151, including that the Strata Company may terminate this Agreement on the grounds and in the manner provided for in the Act section 151, as well as on the grounds and in the matter provided for in this Agreement.
19.2Nothing in this Agreement excludes or purports to exclude the operation of the [ST] Act section 115(1) or any other right that the Strata Company may have to terminate this Agreement.
19.3Without limiting clause 19.1 or 19.2, this Agreement will be terminated:
(1)at the end of the Term, unless a Party gives to the other Party notice of renewal of this Agreement not less than three months before the end of the Term;
(2)by mutual written agreement of the Parties at any time;
(3)if the Tribunal makes an order under the [ST] Act section 205 appointing an administrator to the Strata Company;
(4)by order of the Tribunal under Part 12 terminating the Scheme; or
(5)by operation of law.
19.4If notice is given under clause 19.3(1), the Agreement continues in accordance with either Option 1 or Option 2 as is selected in Item 6, provided that nothing in clause 19.3(1) or this clause 19.4 prevents the exercise of any other right that a Party may have to terminate this Agreement.
19.5Notwithstanding any other clause, the Strata Manager may terminate …
…
19.6If this Agreement is terminated:
(1)the Strata Manager must:
a)comply with the [ST] Act section 152;
b)provide a statement of accounts that complies with the Act sections 101(2)(a) and 101(2)(b) to the Strata Company for the period from the date of the last statement provided by the Strata Manager to the date of termination;
c)ensure the ADI Account is closed or that it or the Strata Company funds held in it are otherwise dealt with in accordance with the lawful instructions of the Strata Company; and
d)ensure that any ADI Second Account is closed or that it or the Strata Company funds held in it are otherwise dealt with in accordance with the lawful instructions of the Strata Company.
(2)The Strata Company, must pay to the Strata Manager the Agreed Services Fee, the Additional Services Fee, the Charges and all other money due to be paid by the Strata Company to the Strata Manager under this Agreement, pro-rata where necessary, to the date of termination.
19.7If the Strata Company does not give the Strata Manager lawful instructions regarding the ADI Second Account within 20 Business Days after termination, the Strata Manager can take such lawful steps as the Strata Manager reasonably considers necessary to deal with the ADI Second Account and to otherwise ensure that control of Strata Company funds is transferred to the Strata Company.
(Added emphasis)
Ms Godwin strongly asserts that the 2021 Agreement ended on 19 June 2022. This is because, according to Ms Godwin:
(a)The term of the 2021 Agreement was for only one year. This is provided for in Item 4 of the Reference Table in the 2021 Agreement.
(b)The minutes of the 2021 AGM, which she prepared, where it is recorded that:[58]
8 New Strata Management. The members of the council of owners have decided unanimously that a new strata manager should be employed. The council is entitled to make this commercial decision and have chosen strata asset services as our new strata management. The reason for this decision is that they are qualified 25 years, the first job they had was Observation Rise in Scarborough. They have experience in defects and they were also economically the best choice. The contract will be for one year and it will start on the 19th June. Motion by Natalie Windus. Seconded by Simon Low. The motion is carried.
(Added emphasis)
(c)The minutes of the 2022 AGM provide for a council of four members. Only two members were elected. The two members of council cannot invite the two owners who 'expressed an interest' being Mr Simon Low and Ms Mary O'Brien, to join the council. Consequently, there was no council.
[58] First respondent's bundle of documents at page 64.
In addition, Ms Godwin testified that emails between herself and Mr Keet support her position that the owners only wanted a 12 months' strata management agreement.[59]
[59] ts 125, 1 May 2025.
Further, Ms Godwin contends:[60]
The addition of item 6 in the contract with [SAS] is a breach of the contract itself and could be considered deceitful. The owners clearly understood that they were signing a one year contract, which is reflected in each of the annual general meeting minutes. The agenda show that the respondent was trying to get 36 months, then 24 months. All were rejected by the owners in the minutes. The signing of the contract in 2023 was another attempt to have the owners sign for 24 months.
…
If, in fact, item 6 in the first contract was applicable, why would the respondent be requesting 36 months and 24 months from the owners? Perhaps, because he knows it is a conflict in the contract itself … makes the contract unenforceable. The contract must be deemed invalid[.]
[60] ts 31, 30 April 2025.
Mr Keet strongly disagrees with Ms Godwin's position and states that the 2021 Agreement was:[61]
signed by council members who believed that they were either validly elected or appointed[.]
[61] Written submissions filed by Paul Keet on 30 June 2025 at page 2.
Mr Keet explained that he sent a draft 2021 Agreement to the strata company via Ms Godwin where it stated the term as 'three years' and when the draft was returned to him, the 'three' was crossed out and replaced with 'one'.[62] In reply to Ms Godwin, in an email of 10 June 2021, Mr Keet agreed to sign a 12 month contract.[63]
[62] ts 240, 1 May 2025.
[63] ts 242, 1 May 2025.
Mr Keet testified that the 2021 Agreement was drafted by a lawyer engaged by Strata Community Australia WA which comprises standard wording within the body of the contract and some editable schedules that are attached to the contract, including the Reference Table.[64]
[64] ts 243 to 244, 1 May 2025.
Mr Keet accepts that that the 2021 Agreement is 'simply a 12 month contract', however that 12 month contract was then rolled over for a further 12 months by agreement as recorded in the agenda item that was passed as reflected in the minutes of the 2022 AGM (on 17 January 2022) by application of by-law 19.3(1) and 19.4.[65] Mr Keet accepts that the owners did not agree for the 2021 Agreement to be rolled over for five years.[66]
[65] ts 252, 1 May 2025.
[66] ts 260, 1 May 2025.
In addition, Mr Keet is clear that there was no strata management contract signed in 2022, even though one of the council members, Ms Manderson, in giving oral evidence stated that she had signed a contract in 2022.[67] Rather, Mr Keet says that the 2021 Agreement continued pursuant to Option 1 in Item 6 of the Reference Schedule until 19 June 2023 as the strata company had not given three months' notice to terminate it.
[67] ts 249, 1 May 2024.
Further, Mr Keet says that the minutes of the 2022 AGM reflect the following motion that the 2021 Agreement continues for a further term of 12 months until 19 June 2023 as follows:[68]
[68] First respondent's bundle of documents at page 76.
Strata manager
Moved: Ms M T Kennedy Seconded: Ms R McDonald
13.Motion - That Strata Asset Services (WA) Pty Ltd be appointed as the strata manager to the strata company including the following terms -
Term 12 months
Annual fee $7,840.00 excluding GST
Annual increase CPI for Perth or three percent whichever is the greater
Fees for service as per contract schedule
terms and conditions to be as agreed between the parties.
The chairperson declared the motion carried
(Emphasis added)
Mr Perkins (owner of Lot 12) made the following statement in relation to the 2021 Agreement:[69]
… was signed for a period of 1 year.
The [2021] agreement stipulates the agreement continues after the term, and Option 1 or 2 have to be chosen. Option 1 was chosen which again stipulates 'termination by either party giving 3 months' notice, but in any case, the agreement ends 5 years after start date, if not terminated earlier'. There has been no termination after the 1-year agreement.
(Original emphasis)
[69] Written submissions filed by Ross Perkins on 14 July 2025 at page 1.
I note that the owner of Lot 19, Mr Mann, signed the 2021 Agreement on 12 June 2021 as a member of council. The basis of Mr Mann doing so is unclear. This is because Mr Mann is not recorded as present in person or by proxy in the minutes of the 2021 AGM. Further, there is nothing in the minutes of the 2021 AGM that suggests Mr Mann was nominated to be a member of council and nothing suggests that Mr Mann was elected to the council. Similarly, nothing in the minutes of the 2020 AGM suggest that Mr Mann was nominated for council or was elected to council.
Further, it is not clear if the strata company, by ordinary resolution, authorised a member or members of the council acting jointly or the strata manger to execute documents on its behalf in accordance with s 118 of the ST Act prior to the ordinary resolution passed at an EGM held on 12 July 2021. In any event, neither Ms Godwin nor Mr Keet took issue with Mr Mann signing the 2021 Agreement. On that basis, and the conduct of the parties, which included Mr Sidhu, I find SAS and the strata company by their conduct carried on with the 2021 Agreement.
The 2022 AGM was held on 17 January 2022, that is some six months before the 2021 Agreement was due to end on 19 June 2022 (as provided for in Item 4 of the Reference Schedule to the 2021 Agreement). In accordance with clause 19.3 of the 2021 Agreement, it is clear that at least three months' notice prior to the end of the term was given by the strata company as evidenced by item 13 of the minutes of the 2022 AGM, that is for a further term of 12 months. Ms Godwin did not challenge the validity of item 13 of the minutes of the 2022 AGM.
As notice was given (by item 13 of the minutes of the 2022 AGM), then by application of clause 19.4 of the 2021 Agreement, the 2021 Agreement continues in accordance with Option 1 as selected in Item 6 of the Refence Schedule. The result is that the 2021 Agreement continues until at least three months' notice of termination is given or for five years after the start date if not terminated earlier.
However, this is in conflict with item 13 of the minutes of the 2022 AGM which limited the further term of the 2021 Agreement to 12 months to expire on 19 June 2023. It is not necessary for me to reconcile the difference because on 19 June 2023 the 2023 Agreement commenced. In conclusion, I find the 2021 Agreement was not terminated but came to an end on 19 June 2023.
2023 Agreement
The 2023 Agreement provides that the term of the agreement has a start date of on 19 June 2023 for a term of two years.[70] Therefore the term would ordinarily end on 19 June 2025. This term is in conflict with what is recorded in the 2022 AGM minutes (see below at [175]) In addition, there is a further conflict as the 2023 Agreement provides at Item 6 of the Reference Table, like the 2021 Agreement that:[71]
The Agreement continues after the end of the Term …
Option 1
until a Party terminates the Agreement by giving three months' notice of termination to the other Party, but, in any case, the Agreement ends five years after Start Date, if not terminated earlier[.]
[70] Item 4 of the Reference Table to the 2021 Agreement.
[71] Item 5 of the Reference Table to the 2021 Agreement.
Termination of the agreement is set out in cl 19. It is the same as set out earlier (see above at [153]).
The 2023 Agreement lists Ms Manderson as the representative of the strata company. The 2023 Agreement was executed by Ms Manderson and Ms McDonald, as members of the council for the strata company on 6 December 2023. Ms Grigo and Mr Keet executed the agreement for SAS on 7 December 2023.
In response to the question how the 2023 Agreement came about, Mr Keet gave the following explanation:[72]
[A]lthough those rollover clauses are in those contracts, we prefer not to rely on them and to strike new contracts when the other ones expire.
…
the agreed service fee was changed from option A to option B …
…
the professional indemnity insurance details can change as well.
…
So our preference is for that, and we do get feedback from clients that they don't like to have an automatic rollover for another contract term, so in this case it would be another 12 months that they would be locked into a contract after termination. So that's why we have selected option 1 as the default[.]
[72] ts 263 to 265, 1 May 2025.
Mr Keet recognised that the contract they use is not perfect, but it is a strata industry standard. Further, Mr Keet explained that they are prevented from amending the body of the contract.[73] It is only the schedules, such as the Reference Table, that may be edited by SAS.[74] It is because of this that Mr Keet says there is a conflict between, for example, clause 19 and the options included in Item 6 of the Reference Table.
[73] ts 265 to 266, 1 May 2025.
[74] ts 354, 2 May 2025.
The 2023 AGM was held on 9 February 2023. Earlier in these reasons I made the finding that the council comprised of at least three members: Ms Manderson and Ms McDonald along with Peet Alkimos Pty Ltd (and therefore I did not have to determine if Ms O'Brien was a member).
In contrast to the 2021 Agreement, the minutes provide the following in regards to strata management:[75]
[75] First respondent's bundle of documents at page 168.
11.Strata management
Moved: Roslyn Manderson Seconded: Rachel McDonald
Motion- That in accordance with the Strata Titles Act 1985 (Act) 1 May 2020, Strata Asset Services (WA) be appointed the strata manager of Strata Scheme 69486 including the following terms:
Term 12 months
Annual fee $7,875 excluding GST
Annual increase CPI for Perth or three percent, whichever is the greater
Fees for service as per contract schedule terms and conditions to be as agreed between the parties.
The chairperson declared the motion carried.
(Emphasis added)
In giving testimony at the final hearing, Ms Godwin stated:[76]
…[T]he minutes show that the owners appointed the strata management for a term of 12 months, and that contract signed by two of the witnesses who actually months later has two years written on it. So that's actually fraudulent, and that's my point. Also the timing of the signing of those contracts makes it invalid. The clause, once again, in the contract, clause 19, states that the contract is terminated at the end of the term unless three months prior there had been an agreement.
Now, those documents weren't signed until six months later. So during the period of time from 19 July 2022 until this day, there is no valid contract… Now, if there's no valid contract then, obviously, termination has occurred …
Going back to the first contract, '21 to '22 … the appointment to the [c]ouncil of [o]wners, [ ] contravened, the strata by[-]laws.
[76] ts 10 to 11, 30 April 2025.
Ms Manderson gave evidence that at the 2023 AGM the matter of engaging the strata manager was discussed as to whether they would keep SAS. Ms Manderson said she could not recall why the 2023 Agreement had a term of two years but noted that by the time they signed the 2023 Agreement, it was for a different period.[77]
[77] ts 158, 1 May 2025.
Mr Perkins' position[78] is that the strata management agreement was signed having a start date of 19 June 2023 by the two council members Ms Manderson and Ms McDonald. The agreement was signed for two years with the same option 1 as in the 2021 Agreement. It is Mr Perkins' position that there had been no termination after the two year agreement.
[78] Mr Perkins' written submissions filed on 14 July 2025 at page 1.
In my view, it is clear from item 11 of the minutes of the 2023 AGM, which Ms Godwin does not dispute, that it was resolved that in accordance with clause 19.3 of the 2023 Agreement that the term of the 2023 Agreement would be for a further 12 months, that is, from 19 June 2023. Then, by application of clause 19.4 the 2023 Agreement continues in accordance with Option 1 as set out in Item 6 of the Reference Schedule.
Option 1 as set out in Item 6 of the Reference Schedule is in conflict with item 11 of the minutes of the 2023 AGM. That may be the reason the 2023 Agreement when executed in December 2023 by the parties (that is, some six months after the 2023 AGM) reflects the term of two years (rather than 12 months).
Neither of the minutes of the two AGMs held in 2024 deal with the 2023 Agreement. This may be because the 2023 Agreement provides that the agreement was for two years (rather than 12 months as set out in the 2023 AGM minutes).
The conflict between item 11 of the minutes of the 2023 AGM which provides for a further term of 12 months and the reference to two years as the term of the agreement in the 2023 Agreement is resolved as follows.
Item 4 in the Reference Table of the 2023 Agreement is to be read down to a term of 12 months (rather than a term of two years). This makes the term consistent with item 11 of the minutes of the 2023 AGM. Then by application of clause 19.3 of the 2023 Agreement, at least three months' notice was given to renew the 2023 Agreement by way of item 11 as set out in the minutes of the 2023 AGM which was held on 9 February 2023. Finally, by application of clause 19.4, the 2023 Agreement continues in accordance with Option 1 as selected in Item 6 in the Reference Table - that is until a party terminates by giving three months to the other part or five years after the start date of 19 June 2023, if not terminated earlier. The five years' reference accords with s 115(1) of the ST Act which provides:
There is implied in every contract to which this section applies a provision that the strata company may terminate the contract, by written notice to every other party to the contract, after 5 years have passed since the contract was made.
While it may be preferable for a strata management agreement to be executed at about the time the term of the agreement commences, in this case 19 June 2023, the fact that the 2023 Agreement was not signed by all parties until December 2023 is not fraudulent as asserted by Ms Godwin. In short, the 2023 Agreement is not invalidated or terminated just because it was executed some six months after the term of the agreement commenced.
Similarly, Ms Godwin's assertion that Mr Keet failed to use the latest 2022 contract version issued by the Strata Community Association WA and therefore the 2023 Agreement is invalid is without merit. While there are obvious benefits of using the latest version of a strata manager's contract offered by the Strata Community Association WA, such as incorporating any changes made to the ST Act and to the Regulations, there is no requirement in the ST Act, the Regulations or at law which requires the most up to date version of a standard contract made available by the Strata Community Association WA to be used by the parties.
Earlier I made findings that there was not a validly constituted council following the 2022 AGM and following the second AGM held on 17 December 2024. The failure to have a validly constituted council or to have a quorate council does not terminate the 2023 Agreement (nor the 2021 Agreement). However, the failure to have a validly constituted council is a breach of the by-laws which I will return to later in these reasons.
Finally, the 2023 Agreement is, as is any other strata management agreement, subject to the Tribunal making orders for example, under s 205 of the ST Act appointing an administrator or under Pt 12 of the ST Act terminating the strata scheme and is subject to operation of law.
In conclusion, contrary to Ms Godwin's assertions, the 2023 Agreement has not been terminated and is in force.
Ms Godwin's request for summons
On 22 July 2024, almost two months after the last day of the final hearing (23 May 2025), Ms Godwin requested the Tribunal to issue a summons for:
(a)the letter from a lawyer that Mr Keet referred to in giving oral evidence that if an owner has a payment plan in place then that owner is deemed to be financial and can vote and nominate for council (lawyer's letter);
(b)emails that Mr Keet sent to a legal firm on which it is alleged the legal firm then sent letters to Ms Godwin and Mr Sidhu concerning breach of by-laws (emails); and
(c)Mr Williamson of Danmar Homes Pty Ltd to confirm if Mr Keet along with Ms Manderson and Mr Martelli prepared the 'Scott Schedule' which sets out building complaint items (Scott Schedule).
Section 34 of the SAT Act provides that the Tribunal may do whatever is necessary for the speedy and fair conduct of the proceeding. I have not considered Ms Godwin's request to issue summons for the above items. This is because:
(a)the request was made almost two months after the last day of final hearing; and
(b)the lawyer's letter, emails and the Scott Schedule are not necessary to determine the primary issue (see above at [5]).
Conclusion
No doubt that there is much disharmony between Ms Godwin and Mr Keet and at least some lot owners. The following statements reflect the disharmony.
Ms Godwin states in her application at pages 13 and 24:
This case is about a spurious council of owners appointed by a tyrannous, nonsensical strata manager who purposely and blatantly ignores law and has breached [the ST Act … Regulations …. and by-laws].
…
It is imperative to the progress of Matter CC/195/2024 which is giving the owners an opportunity to obtain justice, that [Mr Keet] is removed as strata manager as a matter of urgency and with immediate effect.
Further, Ms Godwin asserted that:[79]
[T]his whole case is based on [Mr Keet's] ability to manage the strata company and [Mr Keet's] negligence causing the termination of [his] contract. … [Mr Keet] has caused so much detriment and harm to those owners, it is incredible.
[79] ts 119, 23 May 2025.
Mr Keet for SAS in its written statement raises serious concerns about Ms Godwin as follows:[80]
It is appalling to me that a person who has no financial investment in the property should be exerting influence over the owners and in particular dragging them into long protracted legal proceedings in their name, often without their knowledge or consent. The fact that some of the accusations made by [Ms Godwin] of wrongdoing have not previously been notified to the strata company other than provided in evidence for this proceeding suggests motives other rather than a genuine concern for resolving issues. This is part of a pattern of behaviour that indicates that [Ms Godwin] has little interest in co-operatively working towards solutions to problems but derives some form of self-importance out of creating conflict and disunity amongst the owners.
[80] SAS' written submissions filed on 28 July 2025 at pages 4 to 5.
Mr Perkins' in his written submissions raises the reluctance of owners to get involved as follows:[81]
Most owners are reluctant to get involved or are ignorant to the importance of the matter, as they do not want to be hassled by past grievances of others, or be pestered in any way.
[81] Mr Perkins' written submissions filed on 23 July 2025 at page 1.
To ultimately determine the primary issue, it was necessary to make findings as to whether there was a validly constituted council following each of the AGMs, and whether the notice given of the EGM of 23 January 2024, the EGM held on 23 January 2024, the council meeting held on 23 January 2024, the termination notice and the show cause notices are valid.
Exercise of the Tribunal’s discretionary powers
Following Clay and The Owners of Carinya Court Rockingham Strata Plan 25819 [2024] WASAT 121 (Clay) at [60] to [67], where I summarised the principles and factors to consider in determining whether or not to exercise the Tribunal's powers under s 199(3) of the ST Act to make declarations, it is reasonable in all of the circumstances of this case to make declarations in respect of my findings in order to create certainty for the parties and to minimise further disputes and litigation as there is a real and substantial disharmony between Ms Godwin and Mr Keet and at least some owners. I will make the declarations under s 199(3) of the ST Act as set out below following [200].
Earlier in these reasons, I made the finding that the council was not validly constituted at the 2022 AGM and following the second AGM in 2024 held on 17 December 2024. The result is that there has been a breach or contravention of the by-laws concerning the election of the council. Consequently, following Reilly at [220] to [230], where I discussed the discretionary powers of the Tribunal to make orders under s 47(5) of the ST Act, it is reasonable in all of the circumstances of this case to make orders under s 47(5) of the ST Act to order SAS within 30 days of these orders to issue a notice for, and to hold a general meeting of the strata company. Under the same provision, Mr Keet will be ordered to chair the meeting and to take minutes of that meeting which must include:
(a)election of a new council; and
(b)review of all decisions, if any, which must be either confirmed or set aside, that the unconstituted council made, including at unconstituted council meetings, for each of the following periods:
(i)17 January 2022 until 9 February 2023; and
(ii)17 December 2024 until the date of the general meeting called in compliance with this order.
In conclusion, for all the reasons set out above, the primary issue is answered in the negative. That is, the strata manager's contract is not terminated. In other words, the 2021 Agreement is valid and came to an end on 19 June 2023 and the 2023 Agreement has not been terminated, but rather is in force.
The end result is that Ms Godwin's application in respect of the primary issue is unsuccessful as the strata manager's contract has not been terminated. However, orders are to be made to deal with the breach of the by-law by the failure to have a validly constituted council at the 2022 AGM and at the second AGM held in 2024, that is on 17 December 2024. I will make the orders under s 47(5)(b) of the ST Act as set out below following [200].
Orders
Pursuant to s 199(3) of the Strata Titles Act 1985 (WA), the Tribunal declares:
(a)Following the annual general meetings held on 9 March 2020, 12 June 2021, 9 February 2023 and 30 January 2024 there was a validly constituted council of the second applicant (strata company).
(b)Following the annual general meeting held on 17 January 2022 there was not a validly constituted council of the second applicant (strata company).
(c)Following the annual general meeting held on 17 December 2024 there was not a validly constituted council of the second applicant (strata company).
(d)The notice for the extraordinary general meeting of 23 January 2024 is invalid.
(e)The extraordinary general meeting held on 23 January 2024 is invalid. All resolutions passed at that meeting are invalid.
(f)The council meeting held on 23 January 2024 is invalid. All decisions made at that council meeting are invalid.
(g)The Notice of Termination of Contract issued on or about 29 January 2024 is invalid.
(h)The Show Cause notice issued on or about 29 January 2024 is invalid.
(i)The strata management agreement between the second applicant (strata company) and the second respondent (SAS) with a start date of 19 June 2021 was not terminated but ended on 19 June 2023.
(j)The strata management agreement between the second applicant (strata company) and the second respondent (SAS) with a start date of 19 June 2023 has not been terminated and is in force.
The Tribunal orders:
1.The primary issue '[W]hether the strata manager's contract has been terminated' is answered in the negative. To avoid doubt:
(a)the strata management agreement between the second applicant and the second respondent with a start date of 19 June 2021 was not terminated but ended on 19 June 2023; and
(b)the strata management agreement between the second applicant and the second respondent with a start date of 19 June 2023 has not been terminated and is in force.
2.Pursuant to s 47(5)(b) of the Strata Titles Act 1985 (WA), within 30 days of these orders, the second respondent must issue a notice for, and hold a general meeting of the second applicant. The first respondent is to chair the meeting and to take minutes of that meeting. Business to be dealt with at the general meeting must include:
(a)election of a new council;
(b)review of all decisions, if any, which must be either confirmed or set aside, that the unconstituted council made, including at the unconstituted council meetings, for each of the following periods:
(i)17 January 2022 until 9 February 2023; and
(ii)17 December 2024 until the date of the general meeting called in compliance with these orders.
3.The applicant's application in respect of the primary issue is otherwise dismissed.
I certify that the preceding paragraph(s) comprise the reasons for decision of the State Administrative Tribunal.
MS R PETRUCCI, MEMBER
11 SEPTEMBER 2025
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