McLean v Lake Como Venture P/L; Lake Como Venture P/L v Progressive Projects P/L

The applicants, McLean and another, sought leave to bring proceedings on behalf of Lake Como Venture P/L, a company of which they are directors. They argued that the company had loaned money to Progressive Projects P/L, another company associated with a third director of Lake Como Venture P/L. The applicants claimed the amount recoverable under the loan agreement was a penalty. However, the third director refused to consent to the company instituting proceedings against the lender. The applicants sought leave to bring the proceedings in the company's name. The legal issues revolved around whether the applicants could institute the proceedings on behalf of the company, given the third director's refusal to consent and the provisions of the Corporations Act 2001 (Cth).
The court examined the legal framework provided by the Corporations Act 2001 (Cth) and considered the precedents set by Lion White Lead Ltd v Rogers and Metyor Inc v Queensland Electronic Switching Pty Ltd. It held that the applicants were entitled to bring the proceedings on behalf of Lake Como Venture P/L, as the refusal of the third director to consent did not necessarily bar the applicants from instituting the proceedings. The court granted the applicants leave nunc pro tunc to bring the proceedings, subject to certain conditions regarding the use of company funds. The orders set aside previous orders and directed the defendants to file their notices of intention to defend, defences, and counterclaims within a specified period. The applicants' costs of the originating application and the appeal were to be costs in the proceeding, and the respondents were to pay the appellants' costs of the appeal.
In summary, the court allowed the appeals, granting the applicants leave to bring proceedings on behalf of Lake Como Venture P/L and setting aside previous orders. The applicants were to provide an undertaking regarding the use of company funds and the respondents were to pay the appellants' costs of the appeal. The court also directed the defendants to file their notices of intention to defend, defences, and counterclaims within a specified period.