Is a person who gives a proxy to another liable for a breach by the person exercising the proxy? Does a committee member’s immunity against being sued extend to situations where they have not acted in good faith? These questions were discussed in Noonan v Renaissance Assets Pty Ltd [2012] VSC 370.
Pagone J held that the doctrine of principal and agent applies to persons who provide a proxy (principal) and the holder of the proxy (agent). Therefore, it is possible for a principal to be held vicariously liable for the actions of its proxy.
Further, the immunity from personal liability for committee members that is provided by s118 of the OC Act is dependent upon them acting in good faith. An allegation that a person did not act in good faith is a serious one and such allegations should not be made lightly.
