Commissioner for Act Revenue v Bell Resources Holdings Pty Ltd

The Commissioner for ACT Revenue sought special leave to appeal from a decision of the Full Court of the Supreme Court of South Australia concerning Bell Resources Holdings Pty Ltd. The dispute revolved around the validity of a transfer of shares, which had been sealed by the company and presented to the stamps office for assessment of duty. The Commissioner argued that the validity of the transfer should not be open to attack based on internal administrative defects after it had been presented for stamping.

The legal issues before the High Court concerned the application and scope of the rule in *Turquand's case* (the indoor management rule) and section 68A of the relevant Code. Specifically, the Court was asked to consider whether a sealed and seemingly properly executed transfer could be challenged on the grounds of internal administrative defects, and whether companies could avoid stamp duty by relying on such defects. Further questions related to whether the Commissioner, as a governmental body dealing with a company, could rely on the indoor management rule, and whether section 68A, which refers to persons dealing with a company, included a governmental official like the Commissioner. The Court also considered whether the benefit of the indoor management rule must be actively claimed or if it applies as a matter of course.

The Commissioner's submissions highlighted that the indoor management rule was not initially raised by the applicant in the court below but was raised by the judges in their reasons. The Commissioner contended that the issue did not depend on further factual evidence. The core of the argument was that the Commissioner, in assessing stamp duty on a document presented with the company's seal, should be entitled to assume its proper execution, and that the company should not be able to later invalidate the transfer by pointing to internal procedural flaws. The Commissioner sought to establish that the indoor management rule should apply to dealings between a company and a governmental body, and that section 68A encompassed such dealings, thereby preventing the company from avoiding its obligations.