CORPORATIONS - power of attorney - construction of general power of attorney - whether exclusion of liability for conflict of interest or direct or personal interest authorises transfer of company assets for director's private purposes - whether recipients can rely upon assumptions in ss 128 and 129 of the Corporations Act 2001 (Cth)
EQUITY - unjust enrichment - constructive trust - receipt of company assets without authority - irrelevance of recipient's knowledge to prima facie liability to make restitution
EQUITY - defence of bona fide purchase - whether defence can operate where there is no receipt by third party - meaning of "value" - degree of notice required - whether respondents are purchasers for value - whether respondents have notice
CORPORATIONS - uncommercial transactions under s 588FB of the Corporations Act 2001 (Cth) - whether transfers pursuant to power of attorney were uncommercial transactions - whether, because company had 'no choice', the transfers were not uncommercial transactions - whether orders would be appropriate under s 588FF of Corporations Act
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