Some may tire of the mantra – ‘text > context > purpose’ – but the High Court hasn’t. On who is an ‘officer’ of a corporation, the court said it was necessary to consider the provision4 ‘by reference to considerations of text, context and purpose having regard to the mischief at which it was directed’5.
As ‘overall boss’ of the parent company, K approved loan funding from a subsidiary to group creditors to the detriment of the fund it was to benefit. He was therefore an ‘officer’ of the subsidiary as he had the ‘capacity to affect significantly the [subsidiary’s] financial standing’. iTip – how the court does this is a tutorial on the basic mechanics of interpretation.
This principle is from Episode 59 of interpretation NOW!
4 Para (b)(ii) of the ‘officer’ definition in s 9 of the Corporations Act 2001.
5 CIC Insurance (1997) 187 CLR 384 (at 408), PBS (1998) 194 CLR 355 (at 381).