Court of Appeal
Supreme Court
New South Wales
Medium Neutral Citation: Turner v Richards [2025] NSWCA 83 Hearing dates: 26 March 2025 Date of orders: 1 May 2025 Decision date: 01 May 2025 Before: Leeming JA at [1];
Payne JA at [2];
Adamson JA at [91]Decision: (1) Leave to appeal granted.
(2) The draft notice of appeal found at Tab 3 of the White Folder stand as the notice of appeal.
(3) Appeal dismissed.
(4) Applicant to pay the first and second respondent’s costs.
Catchwords: CORPORATIONS — Directors and officers — Appointment, removal and retirement of directors — Whether director was validly appointed — where director appointed by purported exercise of casting vote of board chairperson — whether chairperson validly appointed by earlier agreement allegedly made during conversation — where primary judge not persuaded that director was validly appointed by earlier agreement made during conversation
Legislation Cited: Evidence Act1995 (NSW) s 136
Supreme Court Act 1970 (NSW) ss 75A, 103
Cases Cited: Armagas Ltd v Mundogas SA [1985] 1 Lloyd’s Rep 1
Camenzuli v Hawke [2022] NSWSC 168
ET-China.com International Holdings Ltd v Cheung [2021] NSWCA 24
Gestmin SGPS SA v Credit Suisse (UK) Ltd [2013] EWHC (Comm) 3560
Gosford Christian School Ltd v Totonjian (2006) 201 FLR 424; [2006] NSWSC 725
Hoy Mobile Pty Ltd v Allphones Retail Pty Ltd (No 2) [2008] FCA 810
John Holland Pty Ltd v Kellogg Brown & Root Pty Ltd [2015] NSWSC 451
Lee v Lee (2019) 266 CLR 129; [2019] HCA 28
Onassis v Vergottis [1968] 2 Lloyd’s Rep. 403
Re Colorado Products Pty Ltd (in prov liq) [2014] NSWSC 789
Re Consolidated Nickel Mines Ltd [1914] 1 Ch 883
Tjiong v Chang [2025] NSWCA 25
Category: Principal judgment Parties: Kieran Turner (applicant)
Joanne Richards (first respondent)
Bernice Hooker (second respondent)
Bernley Corporation Pty Ltd (third respondent)
Heartland Group Pty Ltd (fourth respondent)
Boyded Industries Pty Ltd (fifth respondent)
HMG Parts Pty Ltd (sixth respondent)
Heartland Motors Pty Ltd (seventh respondent)
Heartland Blacktown Pty Ltd (eighth respondent)
Heartland Penrith Pty Ltd (ninth respondent)
Chicago Properties Pty Ltd (tenth respondent)
T S Management Pty Ltd (eleventh respondent)
BGW Nominees Pty Ltd (twelfth respondent)
Rossfield Nominees (A.C.T.) Pty Ltd (thirteenth respondent)
Australian Securities and Investments Commission (fourteenth respondent)
Anthony Turner (fifteenth respondent)Representation: Counsel:
Solicitors:
M Izzo SC / T Boyle (applicant)
S Robertson SC / A R Langshaw (first and second respondent)
McCabes (applicant)
MinterEllison (first and second respondent)
File Number(s): 2024/338525 Publication restriction: Nil Decision under appeal
- Court or tribunal:
- Supreme Court
- Jurisdiction:
- Equity – Corporations List
- Citation:
- Date of Decision:
- 19 July 2024
- Before:
- Black J
- File Number(s):
- 2024/205160
HEADNOTE
[This headnote is not to be read as part of the judgment]
Anthony Turner (“AT”) was purportedly appointed as a director of various companies…
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- AGLC
- Turner v Richards [2025] NSWCA 83
- Case
- [2025] NSWCA 83
- Decision Date
CaseChat Overview and Summary
The Court of Appeal was required to determine whether Turner had been validly appointed as a director of the company. This involved considering whether the chairperson, whose casting vote was used to appoint Turner, had been validly appointed to that position. The underlying issue was the validity of an agreement allegedly made during a conversation that would have appointed the chairperson.
The Court of Appeal upheld the primary judge's finding that the alleged agreement made during a conversation was not sufficiently persuasive to establish the valid appointment of the chairperson. Consequently, the chairperson lacked the authority to exercise a casting vote, rendering Turner's appointment as a director invalid. The Court of Appeal therefore dismissed the appeal. Leave to appeal was granted, and the applicant was ordered to pay the costs of the first and second respondents.
Orders
Orders of the court
(1) Leave to appeal granted.
(2) The draft notice of appeal found at Tab 3 of the White Folder stand as the notice of appeal.
(3) Appeal dismissed.
(4) Applicant to pay the first and second respondent’s costs.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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