Buckworth v Gladio Pty Ltd

Buckworth v Gladio Pty Ltd concerned a dispute arising from a contract for the purchase of shares in a company that conferred the exclusive right to occupy an apartment in a company title building. The contract stipulated that the transfer of shares to the purchaser required the written consent of the company. The purchaser, Buckworth, alleged that a communication of "approval" satisfied this contractual requirement and also contended that he was entitled to terminate the contract due to a breach of a condition relating to the proper keeping of the company's books. The matter was heard by Beazley P, Bergin CJ in Eq, and Emmett AJA.

The court was required to determine two primary legal issues. Firstly, whether the communication of "approval" by the company constituted sufficient compliance with the contractual provision requiring written consent for the transfer of shares. Secondly, the court had to consider whether the purchaser was entitled to terminate the contract on the grounds that the company's books were not properly kept, which was alleged to be a breach of a contractual condition. Additionally, the court considered whether a member of the company could sue the company for damages arising from the directors' failure to record a resolution concerning the installation of air conditioning in the vendor's unit and in a part of the company's property.

The court reasoned that the communication of "approval" did not satisfy the express contractual requirement for written consent. It was held that the directors' failure to record a resolution regarding the air conditioning installation did not give rise to a claim for damages by a member against the company. The appeal was ultimately dismissed, with the appellant ordered to pay the respondents' costs.