Case: Re Southern Resources Ltd (No 2) (1989) 15 ACLR 770 
Outcome: cited
Thirdly, I make some observations on the factual enquiry necessary in identifying the purpose for which a power may be exercised. It may be possible to conclude on a collective reason or purposes of a board comprising multiple directors, even though each statement by a director of his or her reasons or purposes may differ (see eg Langton v Forsayth Mineral Exploration NL (1975) 1 ACLR 227). This is not to say that each director's position must not be analysed separately; but I must determine the substantial purpose of the directors (if necessary the majority of directors) which is causative of the decision being made to allot the shares (see Harlowe's [1968] HCA 37 ; 121 CLR 483 and Re Southern Resources Ltd (No 2) (1989) 15 ACLR 770). Obviously, I must have regard to the circumstances surrounding the decision in question, as well as the evidence of the directors themselves. 36 This is not to say that the court cannot examine the objective commercial justification of a course of action to assess the credibility of assertions by the directors as to their motives and purposes: see Re Southern Resources Ltd (No 2) 15 ACLR 770. 37 Ultimately, each case must turn on its facts, after an assessment of all the evidence, which includes the documentary material, but read in light of other admissible evidence which may impact upon the meaning to be given to documentary evidence and the context of such documentary evidence and the proper inferences that may be drawn. The evidence of directors must be considered and evaluated, always in the context of the other evidence before the court. In some circumstances a court may reject the evidence of directors, not because it is intentionally false, but because in the circumstances the overwhelming context is to the contrary, which leads the court to conclude that the evidence of the directors is more reconstruction than recollection. 38 Each director and Mr Waller gave evidence and was subjected to cross-examination and an attack upon their credit. I have come to the view that I should accept the evidence of each of the directors and Mr Waller of Aegis. They all answered the questions asked of them directly and without prevarication and, in my view, honestly. For the reasons given in the course of this judgment, I do not accept that the context of the allotment of shares is overwhelmingly against the evidence given as to the purpose of the allotment. There was a commercial basis for the allotment and, in my view, it was appropriate as a matter of business judgment for the directors in view of the history of LFE and potential future activities. 39 One attack upon the credibility of the directors was based upon the lack of any proper board papers and lack of documents evidencing any real search for the placement of the shares. 40 Bell IXL's contention was that the lack of any proper board papers and the lack of documents evidencing any real search for a placement was the best evidence of the improprieties of the directors. However, as I have said, I am satisfied that it was not the practice of these directors to record in writing, whether by diary note or otherwise, the content of ongoing discussions amongst themselves or with third parties. The directors did not run LFE by recording or minuting each step of every transaction. Of course, it is not the function of the board minutes to confirm decisions, such as the decision taken on 19 May 2008 to meet with Mr Booth on 20 May 2008 to discuss the placement. The fact that the directors so acted is consistent with the circumstances of the directors assuming their defacto 'executive' roles at a critical time for LFE, where it had no staff in Australia, and where the directors were compelled to perform all the executive and non-executive functions in order to assist the management of the company.