Richard v Gendore Enterprises Pty Limited

In *Richard v Gendore Enterprises Pty Limited*, the High Court of Australia considered a dispute concerning the enforceability of a guarantee. The appellant, Mr. Richard, sought to enforce a guarantee provided by the respondent, Gendore Enterprises Pty Limited, in favour of the appellant. The core of the dispute revolved around whether the guarantee was valid and binding on Gendore Enterprises.

The High Court was required to determine whether the guarantee, which was signed by a director of Gendore Enterprises, was executed in accordance with the company's constitution and the relevant provisions of the *Corporations Act 2001* (Cth). Specifically, the court had to consider whether the director had the authority to bind the company to the guarantee and whether the guarantee was otherwise validly made.

The Court reasoned that for a company to be bound by a guarantee, the guarantee must be properly authorised and executed in accordance with the company's internal governance and the *Corporations Act*. Applying principles of corporate law, the Court examined the company's constitution and the director's powers. It was held that the guarantee was not validly executed as it did not comply with the requirements for the execution of documents by companies under the *Corporations Act*, particularly concerning the affixing of the common seal or the signature of authorised persons. Consequently, the guarantee was found to be unenforceable against Gendore Enterprises.