Rowe v Metroll SA Pty Ltd

Court of Appeal

Supreme Court

New South Wales

• Amendment notes

Medium Neutral Citation:

Rowe v Metroll SA Pty Ltd [2021] NSWCA 196

Hearing dates:

18 August 2021

Decision date:

06 September 2021

Before:

Bell P at [1];
Leeming JA at [2];
Emmett AJA at [65].

Decision:

1. Rename the second respondent “ACN 149 887 061 Pty Ltd (in liq)”.

2. Appeal dismissed with costs.

Catchwords:

AGENCY – ostensible authority – man used company email address and corporate signature – man closely involved with company’s sole director in finalising orders of building materials – whether man had ostensible authority to bind company

CONTRACT – company purchased building materials from South Australian company – sole director guaranteed company’s obligations to supplier – guarantee expressed to be with Queensland company and “each related body corporate that supplies goods or services to the Customer” – South Australian supplier was related to Queensland company and had similar name – whether South Australian company could enforce guarantee

Legislation Cited:

Corporations Act 2001 (Cth), ss 50, 471B

Personal Property Securities Act 2009 (Cth)

Cases Cited:

Ankar Pty Ltd v National Westminster Finance (Aust) Ltd (1987) 162 CLR 549; [1987] HCA 15

Belgravia Nominees Pty Ltd v Lowe Pty Ltd [2015] WASCA 143

Boyd v Thorn (2017) 96 NSWLR 390; [2016] NSWCA 210

CGU Insurance Ltd v Blakeley (2016) 259 CLR 339; [2016] HCA 2

Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480

McIntosh v Shashouna (1931) 46 CLR 494; [1931] HCA 56

Metroll SA Pty Ltd v Powerpark Systems Pty Ltd [2021] NSWDC 102

Pacific Carriers Ltd v BNP Paribas (2004) 218 CLR 451; [2004] HCA 35

Texts Cited:

J Carter, The Construction of Commercial Contracts (Hart Publishing, 2013)

Category:

Principal judgment

Parties:

Jeremy Richard Rowe (Appellant)
Metroll SA Pty Ltd (First respondent)
ACN 149 887 061 Pty Ltd (formerly known as Powerpark Systems Pty Ltd) (in liq) (Second respondent)

Representation:

Counsel:
R Marshall SC, J Byrne (Appellant)
H Woods (First respondent)

Solicitors:
Keypoint Law (Appellant)
Kanji & Co Solicitors (First respondent)

File Number(s):

2021/00133458

Publication restriction:

Nil

 Decision under appeal 

Court or tribunal:

District Court of New South Wales

Jurisdiction:

Civil

Citation:

[2021] NSWDC 102

Date of Decision:

31 March 2021

Before:

Dicker SC DCJ

File Number(s):

2019/00133756

Judgment

1. BELL P: I agree with Leeming JA.

2. LEEMING JA: Mr Jeremy Richard Rowe, the sole director and secretary of Powerpark Systems Pty Ltd, appeals from a judgment of the District Court in the amount of $121,300.56 in favour of Metroll SA Pty Ltd. Metroll SA supplied building materials (purlins and the nuts and bolts and joining plates for them) to Powerpark Systems for which it was not paid. Metroll SA sued Powerpark Systems for the unpaid purchase price, and Mr Rowe on his guarantee of Powerpark Systems’ obligations. In late 2020 a liquidator was appointed to Powerpark Systems, which now seems to be named “ACN 149 887 061 Pty Ltd (in liq)”, and at trial…