911/2007 Reid v McCallum

FEDERAL COURT OF AUSTRALIA

Reid v McCallum [2007] FCA 911

CORPORATIONS – extraordinary general meeting – whether resolution to approve company entering into arrangements for the sale of its land must be by way of special resolution – where obligation assumed under proposed arrangements in itself requires a special resolution

Collingridge v Santor Pty Ltd (1997) 141 FLR 440 considered
James v Beuna Ventura Nitrate Grounds Syndicate Limited [1896] Ch D 456 considered
McCawley v The King (1918) 26 CLR 9 considered
Taylor v Pilsen Joel & General Electric Light Co [1884] 27 Ch D 268 considered

REID v MCCALLUM AND TORQUAY GOLF CLUB (ACN 004 256 884)
VID 413 OF 2007

MIDDLETON J
23 MAY 2007
MELBOURNE

IN THE FEDERAL COURT OF AUSTRALIA
VICTORIA DISTRICT REGISTRY	VID 413 OF 2007

BETWEEN:

DALE ROWAN REID
Plaintiff

AND:

KENNETH ALAN MCCALLUM
First Defendant

TORQUAY GOLF CLUB (ACN 004 256 884)
Second Defendant

JUDGE:	MIDDLETON J
DATE OF ORDER:	23 MAY 2007
WHERE MADE:	MELBOURNE

THE COURT ORDERS THAT:

1.The application be dismissed.

2.The costs of all the parties be paid by the second respondent on an indemnity basis.

Note:    Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA
VICTORIA DISTRICT REGISTRY	VID 413 OF 2007

BETWEEN:

DALE ROWAN REID
Plaintiff

AND:

KENNETH ALAN MCCALLUM
First Defendant

TORQUAY GOLF CLUB (ACN 004 256 884)
Second Defendant

JUDGE:	MIDDLETON J
DATE:	23 MAY 2007
PLACE:	MELBOURNE

REASONS FOR JUDGMENT

1. This is an application brought by the plaintiff claiming relief in the form of a declaration that the resolution, described in the notice dated 2 May 2007 of the extraordinary general meeting of the Torquay Golf Club to be held 27 May 2007, is required by the Corporations Act 2001 (Cth) (‘the Act’) and its memorandum and articles of association to be passed by way of a special resolution.

2. The plaintiff is a member of the second respondent, the Torquay Golf Club (‘the Company’).  The Company is a public company limited by guarantee.  It was granted a licence in 1947 from the Attorney-General of Victoria, directing that it be registered without the addition of the word “limited”.  It also has endorsement from the Commissioner of Taxation as an income tax exempt charity.

3. An extraordinary general meeting of the second defendant, the Company, is to be held on Sunday 27 May 2007 at 5.00 pm at Torquay to consider, and if thought fit to resolve, the following resolution:

   That the proposed arrangements between the Club and Royal Automobile Club of Victoria (RACV) Ltd described in the explanatory memorandum attached to this Notice of Meeting, including, in particular, the proposed sale of all land owned by the Club and the proposed assignment of all land leased by the Club, be approved.

4. The plaintiff submitted that the issue for the Court is as follows:

   The RACV wishes to purchase the undertaking (substratum) of the company for $1.00.  The Acquisition Deed requires the company to…