Angas Law Services Pty Ltd (in liq) v Carabelas

HIGH COURT OF AUSTRALIAGLEESON CJ,GUMMOW, KIRBY, HAYNE AND HEYDON JJANGAS LAW SERVICES PTY LTD (In liquidation) & ANOR   APPELLANTSANDGEORGE CARABELAS & ANOR  RESPONDENTSAngas Law Services Pty Ltd (In liquidation) v Carabelas[2005] HCA 2327 April 2005A49/2004ORDER1.Remit the matter to the Full Court of the Supreme Court of South Australia to consider the amendment to the statement of claim foreshadowed in this Court and to deal with any issue arising out of any amendment that may be permitted.  2.Except as provided in order 1, appeal dismissed with costs.  On appeal from the Supreme Court of South AustraliaRepresentation:G Griffith QC with L G de Ferrari for the appellants (instructed by Cowell Clarke Commercial Lawyers)R J Whitington QC with M B Manetta for the respondents (instructed by von Doussas)Notice:  This copy of the Court's Reasons for Judgment is subject to formal revision prior to publication in the Commonwealth Law Reports.CATCHWORDSAngas Law Services Pty Ltd (In liquidation) v CarabelasCompany 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...