FEDERAL COURT OF AUSTRALIA
Coeur De Lion Investments Pty Limited v The President’s Club Limited
[2020] FCA 462
File number(s): QUD 79 of 2020 Judge(s): GREENWOOD J Date of judgment: 7 April 2020 Catchwords: CORPORATIONS - consideration of an application to restrain the respondents from conducting a meeting of shareholders of the first respondent on 8 April 2020 Legislation: Corporations Act 2001 (Cth), s 260B Cases cited: Coeur De Lion Investments Pty Limited v The President’s Club Limited [2020] FCA 456 Date of hearing: 2 April 2020 Date of last submissions: 2 April 2020 Registry: Queensland Division: General Division National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Category: Catchwords Number of paragraphs: 1 Counsel for the Applicants: P Dunning QC and M Karam Solicitor for the Applicants: Alexander Law Counsel for the Respondents: R Newlinds SC and G Handran Solicitor for the Respondents: McBride Legal ORDERS
QUD 79 of 2020 BETWEEN: COEUR DE LION INVESTMENTS PTY LIMITED ACN 006 334 872 (and another named in the Schedule)
First Applicant
AND: THE PRESIDENT'S CLUB LIMITED ACN 010 593 263 and others named in the Schedule)(
First Respondent
JUDGE:
GREENWOOD J
DATE OF ORDER:
7 APRIL 2020
THE COURT ORDERS THAT:
1.The application is dismissed.
2.The costs of and incidental to the application are reserved for later determination.
3.Pursuant to s 23 and s 37P of the Federal Court of Australia Act 1976 (Cth), rule 1.32 and rule 1.36 of the Federal Court Rules 2011, these orders and the reasons for judgment in support of these orders are made and published from Chambers.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
REASONS FOR JUDGMENT
GREENWOOD J:
This proceeding is concerned with an application to restrain the first respondent and the second to sixth respondents from taking, or causing to be taken, any further steps in connection with giving notice of or calling or holding a general meeting of shareholders of the first respondent pursuant to s 260B of the Corporations Act 2001 (Cth) for the purpose of seeking shareholder approval for the raising of levies from shareholders of the first respondent or the raising of a special levy from shareholders of the first respondent, for the purpose of funding a representative proceeding (QUD 734 of 2019) commenced by Ian Lewis Consulting Pty Ltd against the applicants. The applicants also seek an order that the first respondent and the second to sixth respondents take steps to revoke any notice given to shareholders of the first respondent or to the Australian Securities and Investments Commission in connection with the proposed meeting. This application was heard together with two other applications as a matter of urgency. The questions in issue in this application are addressed in the reasons published in Coeur De Lion Investments Pty Limited v The President’s Club Limited [2020] FCA 456. Accordingly, these reasons should be read together with the reasons in that matter.
I certify that the preceding one (1) numbered paragraph is a true copy of the Reasons for Judgment herein of the Honourable Justice Greenwood. Associate:
Dated: 7 April 2020
SCHEDULE OF PARTIES
QUD 79 of 2020 Applicants
Second Applicant
PALMER LEISURE COOLUM PTY LTD ACN 146 828 122
Respondents
Second Respondent
PATRICK JOHN KELLY
Third Respondent
IAN GEORGE LEWIS
Fourth Respondent
BRUCE MURDOCH WALLIS
Fifth Respondent
COLIN WAYNE OWEN
Sixth Respondent
MAREE KAY FRECKLINGTON
- AGLC
- Coeur De Lion Investments Pty Limited v The President's Club Limited [2020] FCA 462
- Case
- [2020] FCA 462
- Decision Date
CaseChat Overview and Summary
The primary legal issues before the court were whether the notice of the meeting was valid and whether there were any procedural irregularities that would warrant the court restraining the meeting from proceeding. The court had to examine the provisions of the Corporations Act 2001 (Cth) and the relevant company rules governing the notice and conduct of shareholder meetings. Additionally, the court needed to consider the circumstances under which it would exercise its discretion to restrain a meeting of shareholders.
The court found that the notice of the meeting complied with the requirements of the Corporations Act and the company's constitution. The court held that there were no grounds to find that the meeting was invalid or that any procedural irregularities existed that would warrant the court intervening. The court emphasised that it would only restrain a meeting if there were substantial grounds to believe that the meeting was being conducted in a manner that was unfair or improper. In this case, the court determined that such grounds were not present.
Consequently, the application was dismissed, and the court reserved the costs of and incidental to the application for later determination. The orders of the court were made and published from Chambers in accordance with the relevant sections of the Federal Court of Australia Act 1976 (Cth) and the Federal Court Rules 2011. Entry of the orders was dealt with under Rule 39.32 of the Federal Court Rules 2011.
Orders
Orders of the court
1. The application is dismissed.
2. The costs of and incidental to the application are reserved for later determination.
3. Pursuant to s 23 and s 37P of the Federal Court of Australia Act 1976 (Cth), rule 1.32 and rule 1.36 of the Federal Court Rules 2011, these orders and the reasons for judgment in support of these orders are made and published from Chambers.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
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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