Matilda Bay Pharmacy and Bayview Health North Shore Pharmacy - Case Update

The Supreme Court of Western Australia has upheld the appointment of voluntary administrators despite the possibility that the meetings that resolved to appoint them had not technically been properly convened.

The administrators, Andrew Smith and Robert Jacobs of Auxilium Partners, sought court orders under s 447A and s 1322 of the Corporations Act 2001 (Cth) to confirm that their appointments over two related pharmacy businesses—Matilda Bay Pharmacy and Bayview Health North Shore Pharmacy—were valid, after one director raised doubts about whether the board meetings that resolved to appoint them had been properly convened.

The issue centred on whether the directors’ meetings held in May 2025 were inquorate because a shareholders agreement appeared to require 14 days’ notice if one director was absent. In practice, only seven days’ notice had been given, and one director, Ms Adams, chose not to attend. She later suggested that the administrators had not been validly appointed. However, the Court found that the seven days’ notice was reasonable in the circumstances, that Ms Adams had been aware of the proposed resolutions, and that her subsequent conduct (attending creditor meetings, voting on adjournments, and even tabling a DOCA proposal) was consistent with accepting the administrators’ appointment.

The Court concluded that any defect in the notice was at most a procedural irregularity validated by s 1322, as no substantial injustice had been or would be caused. Even if that section did not apply, relief could be granted under s 447A to ensure the administration proceeded without uncertainty. Orders were therefore made confirming the administrators’ appointment and validating the board resolutions.

Read the decision HERE.

Professionals involved:

• Wayne Zappia of Shoreline Chambers and Stephen Waddington of Francis Burt Chambers (instructed by Corrs Chambers Westgarth) for the administrators, Shaun Fraser and Kathy Sozou of McGrathNicol

• S M Murphy (instructed by Hotchkin Hanly Lawyers) for certain interested parties