Legal Research
Cases
Re Australian Organic Eggs Pty Ltd

Re Australian Organic Eggs Pty Ltd

Link copied

Case Copied 5 December 2022 73 min read

Contents

On this page

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL COURT

S ECI 2021 03769

IN THE MATTER OF AUSTRALIAN ORGANIC EGGS PTY LTD (ACN 633 278 903), SEASONS KERANG PTY LTD (ACN 633 279 473), SEASONS RANCH PTY LTD (ACN 616 496 541) AND SEASONS RANCH ORGANIC PTY LTD (ACN 633 144 788)

BETWEEN:

HONG LIU & ANOR (according to the Schedule of Parties)	Plaintiffs
v
AUSTRALIAN ORGANIC EGGS PTY LTD (ACN 633 278 903) & ORS (according to the Schedule of Parties)	Defendants

---

JUDGE:	Button J
WHERE HELD:	Melbourne
DATE OF HEARING:	25 and 26 October 2022
DATE OF JUDGMENT:	5 December 2022
CASE MAY BE CITED AS:	Re Australian Organic Eggs Pty Ltd
MEDIUM NEUTRAL CITATION:	[2022] VSC 747

---

CONTRACT – Formation – Whether the parties mutually assented to the essential elements of the bargain – Whether the parties intended to be legally bound – Where the plaintiffs are investors in egg farming and grading businesses – Where the dealings between the parties were informal – Where the agreements were not formalised in writing – Where the plaintiffs made multiple payments pursuant to the agreements – Parties agreed on essential terms of their bargain – Parties intended to be legally bound.

CONTRACT – Formalities – Whether parol contracts for the issue of units in a unit trust holding land captured by requirements that certain contracts be in writing Where unit holders under the Trust Deed did not have an interest in real property held on trust – Writing requirements do not apply to the parol contracts in this case – Instruments Act 1958 (Vic) s 126 – Property Law Act 1958 (Vic) s 53.

CORPORATIONS – Shares – Rectification – Where share registers failed to record plaintiffs as holding shares pursuant to agreements concluded with the defendants – Orders to be made for rectification of share registers – Corporations Act 2001 (Cth) s 175.

CORPORATIONS – Shares – Whether transfers of shares should be declared null and void – Where no effective transfer documents were signed – Where ASIC form 484 is prima facie evidence of share transfer – Where there is no evidence of any underlying share transfer – Declaratory relief to be granted declaring share transfers void and of no effect.

---

APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	C J Twidale	Mills Oakley
For the First to Fourth Defendants	No appearances	Petersen Westbrook Cameron Pty Ltd
For the Fifth Defendant	Mr G Song (solicitor)	Lawren Legal

TABLE OF CONTENTS

Introduction........................................................................................................................................ 1

The County Court proceedings....................................................................................................... 4

Notification of potentially interested persons............................................................................. 7

The issues in this proceeding.......................................................................................................... 8

Factual narrative............................................................................................................................... 11

Wonder’s investment in the new organic egg farm............................................................... 11
Ms Liu’s investments.................................................................................................................. 14
Corporate constitutions and the Trust Deed........................................................................... 17
Share transfers and incomplete share issue............................................................................ 20
AOE Pty Ltd....................................................................................................................... 20
Kerang Pty Ltd................................................................................................................... 21
SRO Pty Ltd........................................................................................................................ 21
SR Pty Ltd........................................................................................................................... 22
The circumstances in which the transfer forms were signed and later registered.. 23

Consideration.................................................................................................................................... 25

Formation of contracts................................................................................................................…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Keep reading for free

Create a free CaseChat account to read Re Australian Organic Eggs Pty Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2022] VSC 747
Decision Date: 5 December 2022

CaseChat Overview and Summary

The case of Re Australian Organic Eggs Pty Ltd involved a dispute between the plaintiffs, who were investors in egg farming and grading businesses, and the defendants, the directors of the businesses. The plaintiffs sought to enforce agreements that they had with the defendants, which were informal and not formalised in writing. They claimed that these agreements entitled them to units in a unit trust and shares in the companies that operated the businesses. The defendants disputed the existence of these agreements or their enforceability.

The central legal issues in the case were whether the parties had mutually assented to the essential elements of the bargain and whether they intended to be legally bound. The plaintiffs argued that they had made multiple payments pursuant to the agreements, which demonstrated their intention to be bound. The defendants countered that the agreements were not formalised in writing and did not meet the requirements of any statute that might apply. Additionally, the plaintiffs sought rectification of the share registers to reflect their ownership, and the defendants argued against the validity of the share transfers.

The court held that the parties had indeed agreed on the essential terms of their bargain and intended to be legally bound. The court found that the informal agreements were sufficient to constitute a binding contract and that the requirements for written contracts did not apply to the parol contracts in this case. The court also determined that the writing requirements of the Instruments Act 1958 (Vic) s 126 and the Property Law Act 1958 (Vic) s 53 did not apply because the unit holders under the Trust Deed did not have an interest in real property held on trust. Furthermore, the court ordered rectification of the share registers to record the plaintiffs as holding shares pursuant to the agreements, under Corporations Act 2001 (Cth) s 175. Finally, the court granted declaratory relief declaring the share transfers void and of no effect, as there was no evidence of any underlying share transfer despite the presence of a prima facie evidence of share transfer in the form of ASIC form 484.

The court's final orders included the rectification of the share registers to reflect the plaintiffs' ownership of shares and the declaration that the share transfers were void and of no effect.

Orders