Hooke v Bux Global Limited

[2018] FCA 740

FEDERAL COURT OF AUSTRALIA

Hooke v Bux Global Limited [2018] FCA 740

File number:

WAD 644 of 2017

Judge:

COLVIN J

Date of judgment:

17 May 2018

Date of publication of reasons:  

23 May 2018

Catchwords:

CORPORATIONS - winding up application - application for summary judgment on basis that plaintiffs do not have standing - where plaintiffs are registered holders of shares - where plaintiffs investment resulted in shareholding without agreement or knowledge - whether plaintiffs are contributories - standing as contributory - whether 'a holder of fully paid shares' to be given natural meaning -  whether plaintiffs should be permitted to seek standing in the same proceedings as application for winding up - application for summary judgment dismissed. 

Legislation:

Corporations Act 2001 (Cth) ss 461, 462

Federal Court Rules 2011 (Cth) r 41.04

Cases cited:

Treadtel International Pty Ltd v Cocco [2016] NSWCA 360; (2016) 316 FLR 318

Date of hearing:

17 May 2018

Registry:

Western Australia

Division:

General Division

National Practice Area:

Commercial and Corporations

Sub-area:

Corporations and Corporate Insolvency

Category:

Catchwords

Number of paragraphs:

28

Counsel for the Plaintiffs:

Mr DJ Jackson SC & Mr SJ Penrose

Solicitor for the Plaintiffs:

Tottle Partners

Counsel for the Defendant:

Mr AP Young QC & Mr PH Murray

Solicitor for the Defendant:

K&L Gates

ORDERS

WAD 644 of 2017

BETWEEN:

PETER JAMES HOOKE & CLAIRE ELIZABETH HOOKE

First Plaintiff

PETER JAMES HOOKE & BRICE JAMES HOOKE AS TRUSTEES FOR THE HOOKE SUPERANNUATION FUND

Second Plaintiff

AND:

BUX GLOBAL LIMITED (ACN 613 313 616)

Defendant

JUDGE:	COLVIN J
DATE OF ORDER:	17 MAY 2018

THE COURT ORDERS THAT:

1.The application for summary judgment is dismissed. 

2.The costs of the application be costs in the cause. 

3.On the applications for discovery and the question of inspection of documents produced on subpoena by the Commonwealth Bank and the ANZ Bank:

(a)the plaintiffs do file and serve written submissions by 17 May 2018;

(b)the defendant do file and serve written submissions in response by 24 May 2018; and

(c)the issues be determined on the papers.

4.The plaintiffs do deliver any proposed amended concise statement by 23 May 2018.

5.The matter be otherwise adjourned for a case management hearing on 1 June 2018 at 9.30 am

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

COLVIN J:

1. The plaintiffs seek orders for the winding up of Bux Global Limited (Bux).  In their concise statement, they claim they have been 'purportedly issued shares', but they did not apply for shares in Bux and did not participate in any transaction by which their shares in a company Bux.com Global Limited (Bux.com) might be exchanged for shares in Bux.  As a result, they accept they do not meet the definition of member in the Corporations Act 2001 (Cth).

2. There is evidence before me that the plaintiffs were added to the register of shareholders of Bux and issued with holding certificates.  Despite this,…