"You chair that other company. You can't fire me from this one!"

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The managing director of a company, MD, was purportedly fired from MainCo by the Chair of another company, ChiefCo: [1]

ChiefCo was part of the same group but had no direct interest in MainCo: [3]

The Chair had power over entities in the “Series” companies that formed part of the group: [4]

(MainCo was not a “Series” entity: [5])

In taking the role as MD, MD was required to take a few directorial roles in other entities in the group, and retire from them if validly terminated: [8], [14]

Various steps were taken in early 2025 suggesting ChiefCo and Chair thought their decisions would bind MainCo in spite of the relevant corporate docs suggesting the opposite: [9] – [11]

After this it became clear any previous acquiescence by MainCo to Chair’s unilateral decisions binding all group members was resisted (except for “Series” entities): [12]

It was put to Chair in corro that decisions of MainCo and other Cos in the group should be delegated to the relevant board in line with their constitutions, and not Chair or ChiefCo: [20], [21]

In August 2025, Chair purported to terminate MD both as employee and so as director: [22]

The evidence showed members of the group consulted with Chair, and Chair may have had a strong voice in hiring MD, but this did not confer authority on Chair to terminate MD absent constitutional authority or relevant board approval: [25]

The Ps (being a large shareholder in the group, and a director appointed by that shareholder) sought orders including that MD’s purported terminated was of no effect: [1], [27]

The Court accepted this on the basis that MainCo was “the Employer” in MD’s employment contract, and so the only party capable of terminating MD’s employment: [28]

The Court rejected the Ds’ contention that the Chair had actual or implied authority to terminate MD and considered to the extent Chair ever did, that authority was revoked by the early 2025 correspondence: [29] – [39]

The Court rejected the Ds’ contention that the Chair’s authority extended to “non-Series” members of the Group: [40] – [41]

The Court rejected the Ds’ contention that the Chair approved MD’s employment agreement and so retained authority over MD’s employment generally, including termination: [46]

The Court rejected the Ds’ contention that MD’s obligation to report to Chair as part of their role conferred authority on Chair to terminate MD: [50]

The court found the Ps had standing to apply for the relevant relief (noting MD was not themselves a plaintiff) in their role as shareholder and relevantly appointed director: [53]

As MD was not validly terminated they were not obliged to resign their relevant directorships: [56]

The Court declared MD’s termination was of no effect, and MD remained in their role: [58]

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