Turner v Richards

Turner was the applicant and Richards was the first respondent, with the second respondent being a company. The dispute concerned the validity of Turner's appointment as a director of the company. The primary judge had found that Turner was not validly appointed by an earlier agreement allegedly made during a conversation. Turner's appointment was subsequently made by the purported exercise of the casting vote of the board chairperson, raising the question of whether the chairperson themselves had been validly appointed. The matter came before the Court of Appeal of New South Wales.

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.