Bozic v Rand Mining Ltd [No 2] - [2021] WASC 92

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   BOZIC -v- RAND MINING LTD [No 2] [2021] WASC 92
CORAM:   ALLANSON J
HEARD:   7 APRIL 2021
DELIVERED          :   7 APRIL 2021
FILE NO/S:   CIV 2485 of 2018
BETWEEN:   FRANJO BOZIC
Plaintiff
AND
RAND MINING LTD
Defendant

Catchwords:

Practice and procedure - Where plaintiff applies to add party as second defendant to action - Where dispute between plaintiff and proposed defendant underlies plaintiff's claim in the action - Whether proposed defendant a necessary party - Whether joinder should be refused for apparent deficiency in proposed pleading - Turns on own facts

Legislation:

Rules of the Supreme Court 1971 (WA)

Result:

Joinder granted

Category: B

Representation:

Counsel:

Plaintiff	:	Mr J C Yeldon
Defendant	:	Mr P J Ward

Solicitors:

Plaintiff	:	Westmont Legal
Defendant	:	Nova Legal

Case(s) referred to in decision(s):

Dolphin Quay Pty Ltd v Appeal Holdings Pty Ltd [2011] WASC 352
Kestrel Coal Pty Ltd v Longwall Roof Supports Ltd [2003] QSC 187
News Ltd v Australian Rugby Football League Ltd (1996) 64 FCR 410
Tiao v Lai [No 2] [2010] WASCA 189

ALLANSON J:

Introduction

The plaintiff, Franjo Bozic is registered as the holder of 250,000 shares in the defendant, Rand Mining Limited. On 25 August 2016, the board of Rand Mining resolved to prohibit the registration of any transfer of the shares until a dispute regarding the legal and beneficial ownership of the shares had been resolved.
Mr Bozic commenced this action on 23 August 2018. He seeks relief including a declaration that the resolution of 25 August 2016 is void, and an order that Rand Mining register any share transfer of his shares.
By its defence, filed 18 June 2020, Rand Mining denies the resolution was void. It pleads that it is entitled to apply a holding lock to prevent further transfer of the shares 'in circumstances where the board of directors of the defendant is aware of a genuine dispute as to the plaintiff's title and right to transfer the shares in question'.[1] The dispute as pleaded relates to a claim that Mr Bozic had pledged the shares as security for repayment of loans made to him by Mr Anton Billis.[2]
[1] Defence [5(b)].
[2] Defence [5(c)].
Rand Mining further specifically pleads that Mr Bozic's claim is not justiciable without the joinder of Mr Billis as a defendant.[3]
[3] Defence [9(a)].
By originating summons, filed 13 November 2020, Mr Bozic applied to join Mr Billis as the second defendant to this action.
Rand Mining, understandably given its defence, did not oppose Mr Billis being joined as a defendant, but made submissions regarding the proposed amended statement of claim.
Mr Billis filed written submissions and counsel appeared and opposed the proposed joinder.

Procedural history

The history of this matter is complicated. It is necessary to consider not only this action, but proceedings, CIV 2557 of 2017, commenced by Mr Bozic in 2017. I will refer to the two actions as the 2017 action…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Bozic v Rand Mining Ltd [No 2]

Details

AGLC: Bozic v Rand Mining Ltd [No 2] [2021] WASC 92
Case: [2021] WASC 92
Decision Date

CaseChat Overview and Summary

The case of Bozic v Rand Mining Ltd [No 2] concerns a dispute between Franjo Bozic, the registered holder of 250,000 shares in Rand Mining Limited, and the company itself, regarding the validity of a board resolution prohibiting the transfer of those shares. Bozic has initiated legal proceedings to challenge the resolution, while Rand Mining argues that the shares were pledged as security for a loan to Anton Billis. The dispute also involves the potential need to join Billis as a second defendant in the action.

The primary legal issue before the court was whether Anton Billis should be added as a second defendant to the action. This decision hinged on whether Billis's presence was necessary to ensure all matters in dispute could be determined and adjudicated. The court had to assess if Billis's rights or liabilities were directly affected by any potential orders made in the action.

Justice Allanson concluded that Billis's presence was necessary to address the underlying dispute over the shares' ownership. The court rejected Billis's argument that the proposed joinder raised matters that should have been addressed in a separate action filed by Bozic in 2017. The court held that the joinder would not amount to the re-litigation of abandoned claims but rather address the specific issue of the shares' pledged status and Billis's equitable interest.

The court granted the application to join Billis as a defendant, directing Bozic to file consequential orders to give effect to this decision. The procedural history, involving multiple actions and defendants, was considered to ensure all relevant parties were involved in resolving the dispute over the shares' ownership and the validity of the board resolution.

Orders