Sweta Prashant Changela v Dracoma Pty Ltd

2025/00129860

CORPORATIONS – the respondent agreed to sell a crop of chickpeas to Changela Exports Pty Ltd (in liq) (the Company) – the Company was placed into voluntary liquidation on 23 December 2020, and following a period during which it was deregistered, it was re-registered on 27 May 2022 – on 1 September 2022, the respondent entered into a deed of assignment (Assignment Deed) with the then-liquidator of the Company – under the Assignment Deed, in exchange for payment by the respondent of $15,000 to the liquidator, the liquidator assigned all rights, titles and interest in any choses of action that the Company or the liquidator had against any present or past director of the Company or against Dr Pandya – following public examinations of various past and present directors of the Company, the scope of the Assignment Deed was extended to the appellants – as assignee, the respondent sought to recover from, inter alia, the appellants amounts totalling $2,249,000 paid to them by the Company between September 2017 and January 2020 – the basis upon which this claim was brought was that the payments were, inter alia, unreasonable director related transactions for the purposes of s 588FDA of the Corporations Act 2001 (Cth) (Act) – the primary judge found, inter alia, that payments of $250,000 to each of the second and third appellant were improper in the terms of s 588FDA of the Act – whether the primary judge erred in finding those payments were unreasonable director related transactions within the terms of s 588FDA of the Act.