Question 1

Computer Whiz Pty Ltd (Computer) has four directors. Charlie is one of the directors. Computer's constitution provides that all transactions over $5,000 need to be approved by a majority of directors.

Charlie enters into a contract for $7,000 with Simone to take photos to update the company website. Simone sends the bill to Computer who are refusing to pay on the basis they never authorised the contract.

Advise Simone as to which statutory assumptions in the Corporations Act 2001 (Cth) she can rely on?

Question 2

Truck Hire Pty Ltd (Truck) is a company that hires out large machinery. Since January 2020 the company has been in a difficult financial position. The Board of Truck have passed a resolution to sell some of the assets to reduce their debt.

Sally and Tom are two shareholders of Truck, they obtained a valuation report that shows the assets have been sold off at a significant undervalue in breach of s 180 of the Corporations Act 2001 (Cth).

Advise Sally and Tom whether the court will grant them leave to bring a statutory derivative action under ss 236/237 of the Corporations Act 2001 (Cth).