Cappelleri v Cappelleri (No 3)

The case of Cappelleri v Cappelleri (No 3) was heard in the Supreme Court of Victoria. The plaintiffs sought various forms of relief including declarations regarding the validity of share transfers, rectification of the Australian Securities and Investments Commission (ASIC) register, and relief in respect of historical changes in directorship. The defendants contested the validity of the share transfers, the removal of one of the plaintiffs as a director, and the nature of certain financial transactions between the parties.

The court had to determine several key legal issues, including the effectiveness of the purported share transfers by the deceased former director, the trust status of shares held by one of the plaintiffs, the validity of the directorship changes, and the nature of the financial transactions between the parties. Additionally, the court had to consider whether the plaintiffs' claims were statute-barred under the Limitation of Actions Act 1958.

The court found that the purported share transfers were ineffective as they were not properly executed in accordance with the Corporations Act 2001. The court held that the first plaintiff held the share on trust for the deceased, thus granting the plaintiffs’ request for equitable relief. The court also determined that the first plaintiff's removal as a director was invalid, as there was no valid reason for such removal. Furthermore, the court concluded that the funds paid by the deceased to the first defendant were a gift rather than a loan, and that the company property was held on trust for the deceased pursuant to a purchase money trust. Finally, the court found that the plaintiffs' claims were not statute-barred.

The court ordered that the ASIC register be rectified to reflect the proper ownership of the shares, that the first plaintiff be recognised as holding the share on trust for the deceased, and that the first defendant be required to account for the company property held on trust. Additionally, the court ruled that the removal of the first plaintiff as a director was invalid.