Re Golden West Resources Ltd

Case [2008] FCA 1362

FEDERAL COURT OF AUSTRALIA

Portman Iron Ore Limited (ACN 007 871 892), in the matter of Golden West Resources Limited (ACN 102 622 051) [2008] FCA 1362

CORPORATIONS – general meeting – voting - proxy votes – forwarding proxies via a third party – consideration of the requirements of s 250B of the Corporations Act 2001 (Cth) –whether a right of review

PRACTICE AND PROCEDURE - declaratory relief – injunctive relief – justiciable controversy – whether a cause of action

JUDGES AND COURTS — single judge decisions — judicial comity — decision of single judge of same or coordinate jurisdiction to be followed unless clearly wrong — authority of and confidence in courts

Corporations Act 2001 (Cth) ss 249D, 249X, 249Y, 250A, 250B, 250B(1), 250BA, 250G, 1324

Federal Court of Australia Act 1976 (Cth) s 21, 23
Judiciary Act 1903 (Cth) s 39B

Aussie Airlines Pty Ltd v Australian Airlines Ltdand Others (1996) 68 FCR 406
Australian Institute of Private Detectives Ltd v Privacy Commissioner (2004) 139 FCR 394

Bisan Ltd v Cellante [2002] VSC 430
Fast Scout Ltd v Bergel (2001) 25 WAR 244
Hicks v Minister for Immigration & Multicultural & Indigenous Affairs [2003] FCA 757

IMF (Australia) Ltd v Sons of Gwalia Ltd (2004) 211 ALR 231
IMF (Australia) Ltd v Sons of Gwalia Ltd (2005) 143 FCR 274
Industrial Equity Ltd v New Redhead Estate & Coal Co Ltd [1969] 1 NSWR 565
Lion Selection Limited 02 [2008] ATP 16
MTQ Holdings Pty Ltd v RCR Tomlinson Ltd [2006] WASC 96
Re McBain; Ex parte Australian Catholic Bishops Conference (2002) 209 CLR 372

Scott v Handley (1997) 79 FCR 236

IN THE MATTER OF GOLDEN WEST RESOURCES LIMITED (ACN 102 622 051) (INTERVENOR)

THE APPLICATION OF PORTMAN IRON ORE LIMITED (ACN 007 871 892)

WAD 186 OF 2008

MCKERRACHER J
5 SEPTEMBER 2008
PERTH


IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY

WAD 186 OF 2008

IN THE MATTER OF GOLDEN WEST RESOURCES LIMITED (ACN 102 622 051) (INTERVENOR)

PORTMAN IRON ORE LIMITED (ACN 007 871 892)
Plaintiff

JUDGE:

MCKERRACHER J

DATE OF ORDER:

5 SEPTEMBER 2008

WHERE MADE:

PERTH

THE COURT ORDERS THAT:

1.The plaintiff’s application of 29 August 2008 be dismissed.

2.The Court declares that the intervenor is at liberty to declare the result of and to act upon the motions put at the Extraordinary General Meeting of the intervenor’s shareholders held on 29 August 2008.

3.The plaintiff to pay the costs, including the reserved costs, to be taxed if not agreed.

Note:    Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.


IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY

WAD 186 OF 2008

IN THE MATTER OF GOLDEN WEST RESOURCES LIMITED (ACN 102 622 051) (INTERVENOR)

PORTMAN IRON ORE LIMITED (ACN 007 871 892)
Plaintiff

JUDGE:

MCKERRACHER J

DATE:

5 SEPTEMBER 2008

PLACE:

PERTH

REASONS FOR JUDGMENT

INTRODUCTION

  1. The intervenor (Golden West Resources Limited (Golden West)) is a listed public company…

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AGLC
Re Golden West Resources Ltd [2008] FCA 1362
Case
[2008] FCA 1362
Decision Date

CaseChat Overview and Summary

The case of Re Golden West Resources Ltd involved a dispute between the plaintiff, who applied for declaratory relief, and the intervenor, who opposed the application. The legal issues centred on whether the plaintiff was entitled to the requested relief and whether the intervenor was permitted to proceed with certain actions based on the outcome of an Extraordinary General Meeting. The court had to determine the appropriate application of existing legal principles and precedents in relation to the plaintiff's rights and the intervenor's actions.

The court examined the precedents set in Fast Scout Ltd 25 WAR 244, MTQ Holdings [2006] WASC 96, and Industrial Equity Ltd [1969] 1 NSWR 565, which guided the interpretation of the relevant legal issues. The court also considered the decision in Bisan Ltd [2002] VSC 430, assessing its applicability to the current case. After careful analysis, the court concluded that the facts of the present case were not sufficiently distinguishable from those in Bisan Ltd to warrant a different outcome. Consequently, the court decided against granting the declaratory relief sought by the plaintiff.

In its judgment, the court dismissed the plaintiff's application of 29 August 2008, finding that declaratory relief was not appropriate in the circumstances. The court further declared that the intervenor was free to declare the result of and to act upon the motions put at the Extraordinary General Meeting of the intervenor's shareholders held on 29 August 2008. The plaintiff was ordered to pay the costs, including reserved costs, which were to be taxed if not agreed.

ORDERS:
1. The plaintiff’s application of 29 August 2008 be dismissed.
2. The Court declares that the intervenor is at liberty to declare the result of and to act upon the motions put at the Extraordinary General Meeting of the intervenor’s shareholders held on 29 August 2008.
3. The plaintiff to pay the costs, including the reserved costs, to be taxed if not agreed.

Orders

Orders of the court

1. The plaintiff’s application of 29 August 2008 be dismissed.

2. The Court declares that the intervenor is at liberty to declare the result of and to act upon the motions put at the Extraordinary General Meeting of the intervenor’s shareholders held on 29 August 2008.

3. The plaintiff to pay the costs, including the reserved costs, to be taxed if not agreed.

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

MCKERRACHER J
Fast Scout Ltd 25 WAR 244 was followed by Le Miere J in MTQ Holdings [2006] WASC 96 at [91]. The same approach was taken by Street J in Industrial Equity Ltd [1969] 1 NSWR 565. CONCLUSION In my view, this is not an appropriate case for declaratory relief. Further, I am not persuaded that I should take a different view from that expressed in Bisan Ltd [2002] VSC 430 nor that the facts in Bisan were relevantly distinguishable from the facts arising in the present circumstances. For these reasons I make the following orders:1.The plaintiff’s application of 29 August 2008 be dismissed.2.The Court declares that the intervenor is at liberty to declare the result of and to act upon the motions put at the Extraordinary General Meeting of the intervenor’s shareholders held on 29 August 2008.3.The plaintiff to pay the costs, including the reserved costs, to be taxed if not agreed.

Ratio Decidendi

Legal Principle Established

Established by: MCKERRACHER J

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