In the matter of Cromwell Property Securities Limited in its capacity as responsible entity of the Cromwell Diversified Property Trust and Cromwell Corporation Limited; In the matter of Cromwell Corporation Limited

Cromwell Property Securities Limited, in its capacity as the responsible entity of the Cromwell Diversified Property Trust, and Cromwell Corporation Limited were defendants in a case brought by a shareholder. The plaintiff sought access to completed proxy forms in advance of an annual general meeting to influence the votes to assist the election of their candidate. The dispute centred on whether the proxy forms constituted "books and records of the company" for the purposes of section 247A of the Corporations Act 2001 (Cth) and whether there was a common law right of access to those proxy forms.

The court had to determine whether the proxy forms were "books and records of the company" and thus subject to section 247A of the Corporations Act. The court considered the application of Edman v Ross, which established that shareholders have a common law right of access to books and records necessary for a specific dispute or question in which they are interested. The court examined whether the inspection of the proxy forms was necessary under the common law and whether the rights granted by the Corporations Act rendered such inspection unnecessary.

The court found that section 247A did not apply as it only covers books in the company’s possession that belong to it, and proxy forms are not considered books "of the company." Regarding the common law right of access, the court held that the inspection of the proxy forms was not necessary as the rights granted by the Corporations Act sufficiently protected the shareholder's interests. Consequently, the plaintiff's application for access to the proxy forms was dismissed.

The court made a judgment in favour of the defendants, finding that the plaintiff was not entitled to access the completed proxy forms. The plaintiff's application was dismissed with costs.