Tooheys Ltd v Commissioner of Stamp Duties (NSW)

Tooheys Ltd and the Commissioner of Stamp Duties (NSW) were the parties in this matter before the High Court of Australia. The dispute concerned the assessment of stamp duty on a transfer of shares in Tooheys Ltd. The Commissioner had assessed duty on the basis that the transfer constituted a "conveyance of property" within the meaning of the Stamp Duties Act 1920 (NSW), and that the value of the property conveyed was the full market value of the shares. Tooheys Ltd contended that the transfer was not a conveyance of property for the purposes of the Act, or alternatively, that the value on which duty should be assessed was significantly less than the market value of the shares.

The High Court was required to determine whether a transfer of shares in a company constituted a "conveyance of property" for the purposes of the Stamp Duties Act 1920 (NSW). Further, if it was a conveyance, the Court had to consider the proper basis for assessing the ad valorem stamp duty payable on such a transfer, specifically whether it should be based on the full market value of the shares or some lesser amount.

The Court held that a transfer of shares in a company is a conveyance of property within the meaning of the Stamp Duties Act 1920 (NSW). Dixon C.J. and Kitto J. reasoned that shares represent a proprietary right, and the transfer of these rights constitutes a disposition of property. They applied the principle that the Act should be interpreted broadly to capture transactions that involve the passing of beneficial ownership. The majority concluded that the ad valorem duty should be assessed on the market value of the shares at the time of the transfer, as this represented the value of the property being conveyed.

The appeal was dismissed.