EV20 Consulting Group Pty Ltd v Paperless Warehousing Pty Ltd

Colin R Price and Associates Pty Ltd v Four Oaks Pty Ltd [2017] FCAFC 75; 251 FCR 404

Crabtree-Vickers Pty Ltd v Australian Direct Mail Advertising & Addressing Co Pty Ltd [1975] HCA 49; 133 CLR 72

Entwells Pty Ltd v National and General Insurance Co Ltd [1991] WASC 286; (1991) 5 ACSR 424

EV20 Consulting Group Pty Ltd v Paperless Warehousing Pty Ltd [2025] FCA 328

EV20 Consulting Group Pty Ltd v Paperless Warehousing Pty Ltd (No 2) [2025] FCA 476

Hawksford v Hawksford [2005] NSWSC 463; 191 FLR 173

Hillig v Darkinjung Pty Ltd (No 2) [2008] NSWCA 147

Leybourne v Permanent Custodians Ltd [2010] NSWCA 78

Mount v Dover Castle Metals Pty Ltd [2025] FCA 101; 173 ACSR 123

MultitecFBM (Asia Pacific) Pty Ltd v Han [2008] NSWSC 1339; 69 ACSR 106

Nece Pty Ltd v Ritek Inc [1997] FCA 504; 15 ACLC 813

In relation to implied authority, the Court's inquiry concerns the intention of the principal in conferring authority on the agent. Ordinarily, where a company has more than one director, a single director does not have implied authority to bind the company. A director's normal power is to bind the company only by joining with other directors in a resolution of the board of directors: Northside Developments Pty Ltd v Registrar-General [1990] HCA 32; (1990) 170 CLR 146 (Northside) at 198, 205 (Mason CJ, Brennan, Dawson, Toohey and Gaudron JJ); Junker at [42].

An implied grant of authority can result from acquiescence in a course of behaviour by persons who have actual authority to delegate. For example, if directors stand by while a single director enters into transactions outside his or her authority the board may be taken to have impliedly granted actual authority to do so: Junker at [43]. However, to confer implied authority there must usually be not only the acquiescence of the individual directors but evidence of a communication by word or conduct of their respective consents to one another and to the agent: Austin A, Ford H and Ramsay I, Company Directors: Principles of Law and Corporate Governance (LexisNexis Butterworths, 2005) at [3.41], citing Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480; Junker at [43].

"The positive acts of the alleged principal may, aside from any express words, constitute sufficient evidence of ratification. This may be so where the fair inference to be drawn from a person's conduct, on an objective basis, is that the person consents to a transaction to which he or she might properly have objected. Put another way, ratification 'is implied from or involved in acts when you cannot logically analyse the act without imputing such approval to the party whether his mind in fact approved or disapproved or wholly disregarded the question'." (citations omitted)

1. Acceptance of the benefit of the unauthorised act of the agent with knowledge that the benefit flows from that act will ordinarily suffice (Australian Blue Metal Ltd v Hughes (1961) 79 WN (NSW) 498 at 515; Brockway v Pando [2000] WASCA 192 at [120]). Suing on a transaction brought about by an agent acting beyond authority will also ordinarily mean ratification of the unauthorised transaction: the reason is obvious, see Dal Pont, op cit, at para 5.29 and cases cited.
2. There must be full knowledge of all the material circumstances in which the act was done, unless the principal intends to ratify and take the risk whatever the circumstances (for example, Bremner v Sinclair NSWCA, 3 November 1998; (2001) ANZ Conv R 29 at [32] per Campbell J. The extent of knowledge necessary depends on the particular facts. It should be enough knowledge to decide whether or not to adopt the unauthorised act (Bremner v Sinclair at [32]).

(1982) 44 NSWLR 421

(1951) 84 CLR 91

(1990) 170 CLR 146