Angas Law Services Pty Ltd (In liquidation) v Carabelas

Company law – Duties of directors – Claims against directors for contraventions of Companies (South Australia) Code, s 229 – Respondents directors and sole shareholders of company – Directors caused company to grant mortgage to secure director's liability to bank – Bank exercised rights under mortgage – Resulting debt of director to company – Alleged novation of the debt owed so as to reduce director's liability to the company – Novation not shown to have occurred – Whether directors exercised due care and diligence – Whether directors improperly used position to gain personal advantage or cause detriment to corporation – Consideration of circumstances in which shareholders may ratify or excuse breaches of duties owed by directors – Relationship of offences under the Code to common law duties of directors and officers.

Words and phrases – "improper", "impropriety".

Companies (South Australia) Code – ss 229, 588FA, 588FC, 588FF.

Corporations Act 2001 (Cth) – ss 182, 183, 184.