Welcome to today’s Chamberlains Selection, where we will discuss with James d’Apice on the matter of Vintage v Henderson  NSWCA 251. We will talk about a director who sough to run legal proceedings on behalf of a company.
Can a director run legal proceedings on behalf of a company *without lawyers*? A company sought leave to appeal a decision of the NSW Supreme Court. A director sought to run the application on the company’s behalf. If a company wants to start and run Supreme Court litigation by a director, without a lawyer, then that director must also be a party to the proceedings: UCRP r7.1(3). The director and the company were both parties seeking leave to appeal. The Court of Appeal has the power to dispense with the requirement to comply with r7.1(3) in special or particular circumstances:  and . A number of factors weighed in the director’s favour: (i) she had a 25% shareholding, appeared to be the CEO, and there had been no previous challenge to her authority, (ii) it was alleged the corporation was too poor to afford solicitors, so preventing it from proceeding without them would effectively decide the case, (iii) the dispute is about a small quantum and a straightforward issue ($40K for security for costs), and (iv) the matter is ready to run; if the Court failed to dispense with the rule it would frustrate that process:  – . The Court dispensed with the requirement for compliance with r7.1(3) allowing the director to proceed: , , and