Amiram David Weinstock v Tamar Rivqa Beck [2013] HCA 14

The High Court has unanimously allowed an appeal by Mr. Amiram Weinstock and Mrs. Helen Weinstock with respect to the purported appointment of Mrs. Weinstock as an additional director of furniture company LW Furniture Consolidated(Aust) Pty Ltd. The Court found that the appointment of Mrs. Weinstock could be validated despite the fact that Mr. Weinstock had not been properly appointed as a director at the time, as per s 1322(4)(a) of the Corporations Act 2001 (CTH).

Background 

LW Furniture was incorporated in 1971. According to the articles of association, it was required that there be a minimum of two directors, and if the number dropped below two, the continuing director could appoint an additional director. At the time of incorporation, the directors were the parents of Mr Weinstock and his sister, Mrs Tamar Beck.

In 1973, Mr Weinstock and Mrs Beck were appointed additional directors until the company's next annual general meeting. Their appointment ended before the meeting, where it was resolved to reappoint directors
retiring at that meeting. As the siblings had retired before the meeting began, the resolution did not apply to them and they were not reappointed. However, they continued to act as though they had been validly appointed.

In 1982, Mrs Beck resigned her role as a director. In 2003, the father of Mr Weinstock and Mrs Beck died. Their mother could no longer hold office due to ill health, and Mr Weinstock continued to act as the only director of the company. In accordance with the articles of association, he purported to appoint his wife, Mrs Weinstock, as an additional director. Mrs Beck challenged this appointment on the basis Mr Weinstock was not a validly appointed director.

Court History

Barrett J made an order in the Supreme Court of New South Wales under s 1322(4)(a) of the Act, declaring the appointment of Mr.s Weinstock valid.

The Court of Appeal set aside this order. By special leave, Mr and Mrs Weinstock appealed to the High Court.

High Court

The High Court allowed the appeal.

It was held that the purported appointment of Mrs Weinstock was a contravention of the company's constitution, and that s 1322(4)(a) of the Act gave power to a court to declare the appointment valid.

The Court remitted the matter to the Equity Division of the Supreme Court of New South Wales for determination.

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