In the matter of Civil & Civic Infrastructure Pty Ltd

Civil & Civic Infrastructure Pty Ltd brought an action against the Defendant in the Federal Court of Australia, seeking rectification of the company's share register. The Plaintiff alleged that the Defendant held half of the company's shares on trust for the Plaintiff. The case hinged on the enforceability of a so-called "gentlemen’s agreement" and whether this could form the basis for the relief sought under section 175 of the Corporations Act 2001 (Cth).

The primary legal issue the court had to resolve was whether the "gentlemen’s agreement" between the Plaintiff and the Defendant was enforceable in law. Additionally, the court needed to consider if a subsequent document executed by the Defendant provided a basis for the rectification of the share register. This required the court to evaluate the circumstances under which such an agreement might be legally binding and whether it could substantiate the claim for rectification.

In its judgment, the court held that the "gentlemen’s agreement" was not enforceable in law due to the significant issues of credit between the parties. The court found that the subsequent document executed by the Defendant did not provide a sufficient basis for rectification of the share register under section 175 of the Corporations Act. Consequently, the Plaintiff’s claim was dismissed.

The court ordered that the Plaintiff take no costs of the proceeding, reflecting the significant issues of credit between the parties and the lack of enforceable agreement.