ST BARBARA MINES LTD [2000] WASC 300

Jurisdiction:	SUPREME COURT OF WESTERN AUSTRALIA	Citation No:	[2000] WASC 300
Case No:	COR:197/2000	Heard:	24 NOVEMBER 2000
Coram:	STEYTLER J	Delivered:	8/12/00
No of pages:	21	Judgment Part:	1 of 1
Result:	Preliminary issues answered "No, No and Yes"
PDF Version

Parties:	ST BARBARA MINES LTD
Catchwords:	Corporations Associated persons Whether a body corporate is, by virtue of s 15(2) of the Corporations Law, an associate of one of its directors as a consequence only of the fact of the directorship Corporations Law s 9, s 11 and s 15 Whether "equity securities" include shares and options Corporations Constitution of body corporate Conflict with Listing Rules What amounts to Listing Rules 1.1, 10.11 and 11.12 Words and phrases Equity securities Whether the phrase "equity securities", in its context in a company constitution, includes shares and options
Legislation:	Corporations Law, s 9, s 10, s 11, s 12, s 15
Case References:	Kia Australia Pty Ltd v Chief Executive Officer of Customs (1998) 86 FCR 473 Zytan Nominees Pty Ltd v Laverton Gold NL (1989) 7 ACLC 150 GAF Corporation v Millstein 453 f 2d 709 (2nd Circuit Court of Appeal 1971) Graphic Sciences Inc v International Mogul Mines Ltd 397 F Supp 112 (1974) US DC IBJ Financial Corporation v Seiman & Associates 136 f 3d 940 (3rd Circuit Court of Appeals 1998) Jewelcor Inc v Pearlman 397 F Supp 221 Robox Nominees Pty Ltd v Bell Resources Ltd (1986) 4 ACLC 164 SEC v Texas International Company 498 F Supp 1231 (1980) ND Illinois SEC v W J Howey Co 328 US 293 (US SC 1946) Tchereprin v Knight 389 US 332 (US SC 1987)

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

IN CHAMBERS

CITATION : ST BARBARA MINES LTD [2000] WASC 300 CORAM : STEYTLER J HEARD : 24 NOVEMBER 2000 DELIVERED : 8 DECEMBER 2000 FILE NO/S : COR 197 of 2000 MATTER : Section 411 of the Corporations Law

and

ST BARBARA MINES LTD

BETWEEN : ST BARBARA MINES LTD

Plaintiff

Catchwords:

Corporations - Associated persons - Whether a body corporate is, by virtue of s 15(2) of the Corporations Law, an associate of one of its directors as a consequence only of the fact of the directorship - Corporations Law s 9, s 11 and s 15 - Whether "equity securities" include shares and options

Corporations - Constitution of body corporate - Conflict with Listing Rules - What amounts to - Listing Rules 1.1, 10.11 and 11.12

Words and phrases - Equity securities - Whether the phrase "equity securities", in its context in a company constitution, includes shares and options

Legislation:

Corporations Law, s 9, s 10, s 11, s 12, s 15

(Page 2)

Result:

Preliminary issues answered "No, No and Yes"

Representation:

Counsel:

Plaintiff : Ms C J McLure QC & Mr L D Ayres

Taipan Resources NL : Mr J Gilmour QC & Mr R L McKenzie

S & O Nominees Pty…

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.

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Details

Case: [2000] WASC 300
Decision Date: 8 DECEMBER 2000

CaseChat Overview and Summary

ST Barbara Mines Limited was involved in a case where the primary dispute centred around the interpretation of certain provisions of the Corporations Law and the company's constitution, as well as the application of the Listing Rules. The court had to determine whether a body corporate could be considered an associate of one of its directors based solely on the directorship, and if the term "equity securities" in the company's constitution included both shares and options. The matter was heard and determined by the relevant court of law.

The legal issues that the court needed to address included whether the Corporations Law implied that a company is an associate of one of its directors merely because of the directorship, the definition of "equity securities" in the context of a company constitution, and the potential conflict between the company's constitution and the Listing Rules. Specifically, the court had to consider the definitions provided by sections 9, 11, and 15 of the Corporations Law, as well as the relevant Listing Rules.

The court examined the wording of the Corporations Law and found that a company is not automatically an associate of a director simply by virtue of the directorship, thereby answering the first legal issue in the negative. Regarding the second legal issue, the court considered the context in which the term "equity securities" was used in the company's constitution and determined that it did include both shares and options. This interpretation aligned with the understanding of the term within the context of securities and the corporate governance framework. The court also addressed the potential conflict with the Listing Rules and found that the company's constitution did not contravene the Listing Rules as interpreted.

The court's findings on the preliminary issues resulted in the court answering "No, No and Yes" respectively. This means that the body corporate is not an associate of a director merely by virtue of the directorship, the term "equity securities" in the company's constitution includes both shares and options, and there was no conflict with the Listing Rules. The court's determination on these issues provided clarity for the parties involved in the dispute.

Orders

Orders of the court

Preliminary issues answered "No, No and Yes"

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

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Ratio Decidendi

Legal Principle Established

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