Director’s lack of reasoning exonerated after authorising nearly $60k in accounting invoices

In this allegation, it was found that two “invoices totalling $55,800 (ex GST) paid to Melville’s and the Gooley group’s longstanding accountant Mr John Colley” for allegedly no services provided to Motasea.

In her defence, Aleta “admitted that she and Melinda (their sister) caused Motasea to pay the invoices but denied that the fees were not property incurred by Motasea,” and contended that she should be exonerated.

She “firmly held belief that she was entitled to rely on Mr Colley and that she had acted in accordance with his advice”.

Aleta and Melinda were directors of Motasea between May 2015 and May 2021.

Colley is an experienced family accountant.

“Mr Colley struck me as an experienced family accountant who approached matters on the basis that, to the extent it could properly be done, his client’s financial affairs should be organised in a way that was as tax-effective as possible,” the court said.

The first invoice paid to Colley in 2016 was for $46,530. 

This invoice was described as relating to “advice and attendances in relation to the ATO Audit for the period July to September 2015”, the court found. It claims 141 hours of work (111 hours specifically identified and then a reduced estimate of 10 hours per month for miscellaneous attendances).

In this invoice, only 2.5 hours are referenced to Motasea.

For the second invoice in 2016, Colley invoiced Motasea $14,850 (GST incl).

This was for “advice and attendances regarding Guardianship matters for the period July to September 2015”. It claims 46 hours of work. The attached narrative of attendances does appear to relate, at least in part, to guardianship matters.

Only five hours of the 46 hours were for attendance related to Motasea.

“On 8 September 2016, Aleta and Melinda in their capacity as directors of Motasea authorised the payment of the first and second invoices,” the court said.

“After allowing for so much of those invoices as relate to Motasea in terms, the plaintiffs submit that $45,705 of the first invoice and $13,881.51 of the second invoice (totalling $59,586.51) of the amounts paid were unrelated to Motasea.”

A breach of director duties?

“The Court finds that Aleta caused Motasea to pay away to Mr Colley funds which, without some other facts being proven, Motasea had no obligation to pay him. In my respectful opinion, that is sufficient to establish a breach by Aleta of her duties to act in the best interests of Motasea, for a proper purpose (s 181 of the Act) and not to cause detriment to it (s 182 of the Act),” the court said.

The court found that Aleta “trusted Mr Colley implicitly and caused his invoices to be paid without question”, and had complete reliance on Colley and that she breached her duties to act in the best interests of Motasea, “leads to the conclusion that she must compensate Motasea for so much of the invoices as did not relate to Motasea, together with interest”.

“If there were no narratives attached to the invoices, there is no suggestion Aleta asked for them. Alternatively, if the narratives were attached, she either did not read them or, if she did, she failed to raise with Mr Colley that they largely did not relate to Motasea (as would have been apparent from even a cursory examination),” the court said.

This was, however, contested when Aleta claimed that since she was elected as director as a volunteer to prevent Motasea from being wound up, she should be exonerated for her breaches.

In consideration of all evidence, the court determined that Aleta be exonerated for her breaches in relation to approving the payment of invoices to Colley, as she acted honestly, she received no personal benefit, the invoices were for relatively small amounts, and she was entitled to rely on Colley as to what was owing to him.

The case citation: Motasea Pty Limited v Gooley [2026] NSWSC 1162.