CORPORATIONS – unreasonable director-related transaction – whether transactions taken as a whole constitute a payment to a close associate of a director under s 588FDA(1)(b)(ii) of the Corporations Act 2001 (Cth) – payment by company A to company B – subsequent repayment of loan from company B to respondent – where respondent is a relative of a director of company A – payment found to be relevantly “to” company B not respondent – whether gift constitutes payment considered – ground of appeal rejected PRACTICE AND PROCEDURE – whether primary judge should have considered merits of matter raised at trial but not pleaded in statement of claim – whether matter not pleaded in statement of claim at first instance can be contended on appeal – where respondent does not consent to departure from pleaded case – ground of appeal rejected PRACTICE AND PROCEDURE – where leave sought to raise ground for the first time on appeal – whether there would be prejudice to respondent – where respondent had no opportunity to establish defence at first instance – where decisions regarding evidence may have been different had matter been pleaded at first instance – held this would be prejudicial to respondent – leave not allowed – ground of appeal rejected
Original article available at: https://www.judgments.fedcourt.gov.au/judgments/Judgments/fca/full/2026/2026fcafc0039For more information, see the original judgement.
