Bux Global Limited v Hooke

Bux Global Limited brought a proceeding against Hooke, seeking a winding up order. The plaintiffs claimed to be contributories of the company, being holders of fully paid shares. The company disputed the plaintiffs' claims, asserting they were not members of the company and had not consented to their names being inserted on the share register. The primary judge dismissed the plaintiffs' application for a winding up order, leading to an appeal. The appeal court considered whether the plaintiffs had standing to seek the winding up of the company and if they qualified as contributories under s 9 of the Corporations Act 2001 (Cth). The court noted the plaintiffs claimed they were added to the register of shareholders and issued with holding certificates, but they admitted they did not consent to their names being inserted. The company argued that the plaintiffs could not satisfy the requirements of s 231(b) of the Corporations Act 2001 (Cth) for membership. The court considered the definition of "contributory" in s 9 of the Corporations Act 2001 (Cth), noting that the term "holder" was not defined. The plaintiffs submitted that the share register of the company was proof that they were holders of fully paid shares in the company and therefore contributories. The court concluded that the key issue was the meaning of the words "a holder of fully paid shares" as used in the definition of "contributory". The appeal court dismissed the application for leave to appeal the decision of the primary judge and dismissed the application for a stay of proceedings. The applicant was ordered to pay the respondents' costs.