McLean Bros & Rigg Ltd v Grice

McLean Bros & Rigg Ltd v Grice concerned a dispute arising from the voluntary liquidation of McLean Bros & Rigg Ltd. The central issue was whether the extraordinary resolution to wind up the company was validly passed, specifically concerning the presence of a quorum at the meeting where the resolution was adopted. The case was heard by the High Court of Australia, comprising Griffith C.J., Barton and O'Connor JJ.

The court was required to determine whether the meeting at which the extraordinary resolution for voluntary liquidation was passed had the requisite quorum as stipulated by the Companies Act (Vict.). Furthermore, the court had to consider the evidentiary weight of the company's register and minutes in establishing the presence of a quorum and, consequently, the validity of the resolution. The case also touched upon the effect of such a resolution on any agreement to release liability in respect of shares.

The High Court held that the register and minutes of the company, in the absence of evidence to the contrary, constituted presumptive evidence of the facts recorded therein, including the presence of a quorum at the meeting. The court applied the principles of company law regarding the validity of resolutions passed at general meetings and the evidentiary presumptions applicable to company records. The judges reasoned that the statutory requirements for a quorum were met, rendering the extraordinary resolution for voluntary liquidation validly passed.