Rowntree – Federal Court of Australia indicates that a loan or other contract can only be achieved explicitly or by being evinced by conduct
If a shareholder is the sole director of his company, then it should follow that an advance made to him by his company was a loan if that was his intent, right? Rares J disagreed, quoting previous judicial statements that:
Corporate decisions and acts can only be achieved in explicit ways… . Coincidence of the identity of the sole director, the sole shareholder and the person by whom services are provided does not mean that the corporate decision to enter into a service contract and the actual formation of the contract can take place wholly within the individual’s head and be revealed, if at all, only when it suits him or her to reveal it.
The question … is whether the conduct of the parties viewed in the light of the surrounding circumstances shows a tacit understanding or agreement. The conduct of the parties, however, must be capable of proving all the essential elements of an express contract.
Neal Armstrong. Summary of Rowntree v Commissioner of Taxation,  FCA 182 under s. 15(1).