CHALET NOMINEES (1999) PTY LTD -v- MURRAY [2012] WASC 147

Jurisdiction:	SUPREME COURT OF WESTERN AUSTRALIA	Citation No:	[2012] WASC 147
Case No:	COR:11/2012	Heard:	20 & 21 MARCH 2012
Coram:	LE MIERE J	Delivered:	2/05/12
No of pages:	15	Judgment Part:	1 of 1
Result:	Application dismissed
Category:	B
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Parties:	CHALET NOMINEES (1999) PTY LTD BELINDA JANE MURRAY JULIAN THEODORE ROSSLYN AMBROSE SAMUEL CONRAD BUCKERIDGE ANDREW BOON SAN TEO JAMES POINT PTY LTD PORT 1 PTY LTD
Catchwords:	Corporations law Validity of purported resolutions Section 1322 Corporations Act Whether procedural irregularity or substantial injustice Turns on own facts
Legislation:	Companies Code (NSW), s 539 Corporations Act 2001 (Cth), s 1322
Case References:	BI Constructions Pty Ltd v Shad [2010] NSWSC 484 Cheerine Group (International) Pty Ltd v Yeung [2006] NSWSC 1047 Dick v Comvergent Telecommunications Ltd [2000] NSWSC 331; (2000) 34 ACSR 86 Electro Research International Pty Ltd v Stec (1996) 20 ACSR 320 Greig v Australian Building Industries Pty Ltd [2002] QSC 138 Hancock Family Memorial Foundation Ltd v Porteous [2000] WASCA 29; (2000) 22 WAR 198 Lorenzi v Lorenzi Holdings Pty Ltd (1993) 12 ACSR 398 McGellin v Mount King Mining NL (1998) 144 FLR 288 Neena v Australian Securities and Investments Commission [2011] FCA 1193; (2011) 284 ALR 386 Re Compaction Systems Pty Ltd [1976] 2 NSWLR 477 Re Opera Photographic Ltd [1989] 1 WLR 634 Re P W Saddington & Sons Pty Ltd (1990) 19 NSWLR 674 Re Pembury Pty Ltd [1993] 1 Qd R 125 Re Sidex Australia Pty Ltd (Receiver and Manager Appointed); Sipad Holding DDPO v Popovic (1995) 18 ACSR 436 Sydar Pty Ltd v K Simmonds Finance Pty Ltd (1995) 16 ACSR 384 Wellington Capital Ltd, In the Matter of Premium Income Fund v Premium Income Fund Action Group [2011] FCA 781; (2011) ASCR 51 Whitehouse v Capital Radio Network Pty Ltd (2004) 48 ACSR 569

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

IN CIVIL

CITATION : CHALET NOMINEES (1999) PTY LTD -v- MURRAY [2012] WASC 147 CORAM : LE MIERE J HEARD : 20 & 21 MARCH 2012 DELIVERED : 2 MAY 2012 FILE NO/S : COR 11 of 2012 MATTER : James Point Pty Ltd BETWEEN : CHALET NOMINEES (1999) PTY LTD

Plaintiff

AND

BELINDA JANE MURRAY

JULIAN THEODORE ROSSLYN AMBROSE

SAMUEL CONRAD BUCKERIDGE

ANDREW BOON SAN TEO

First Defendants

JAMES POINT PTY LTD

Second Defendant

PORT 1 PTY LTD

Third Defendant

Catchwords:

Corporations law - Validity of purported resolutions - Section 1322 Corporations Act - Whether procedural irregularity or substantial injustice - Turns on own facts

(Page 2)

Legislation:

Companies Code (NSW), s 539

Corporations Act 2001 (Cth), s 1322

Result:

Application dismissed

Category: B

Representation:

Counsel:

Plaintiff : Mr M L Bennett

First Defendants : Mr J Stoljar SC & Mr J A Tompson

Second Defendant : No appearance

Third Defendant : Mr J Stoljar SC & Mr J A Tompson

Solicitors:

Plaintiff : Bennett & Co

First Defendants : King…

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.

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Details

Case: [2012] WASC 147
Decision Date: 2 MAY 2012

CaseChat Overview and Summary

In the case of Chalet Nominees (1999) Pty Ltd v Murray, the dispute centred on the validity of certain resolutions that were allegedly passed by the company's shareholders. The matter was heard in the Supreme Court of Queensland. The central issue was whether these resolutions were valid despite procedural irregularities and whether their enforcement would cause substantial injustice to the company or its members.

The court was required to determine if the procedural irregularities in the resolution process were sufficient to render the resolutions invalid under section 1322 of the Corporations Act. The case also examined whether enforcing the resolutions would cause substantial injustice to the company or its members, considering the specific facts and circumstances of the case.

The court held that whether procedural irregularities invalidate a resolution or whether substantial injustice would result from enforcing a resolution must be determined on a case-by-case basis. It found that the irregularities in this case did not invalidate the resolutions, and enforcing them would not cause substantial injustice. Consequently, the application was dismissed.

The court's decision underscores the importance of assessing each case individually when determining the validity of resolutions and the impact of procedural irregularities. The dismissal of the application means that the resolutions in question remain valid, and the company must proceed in accordance with them.

Orders

Orders of the court

Application dismissed

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

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Ratio Decidendi

Legal Principle Established

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