TROY RESOURCES NL -v- TAIPAN RESOURCES NL [2000] WASC 279

Jurisdiction:	SUPREME COURT OF WESTERN AUSTRALIA	Citation No:	[2000] WASC 279
Case No:	COR:265/2000	Heard:	10 OCTOBER 2000
Coram:	SCOTT J	Delivered:	17/11/00
No of pages:	16	Judgment Part:	1 of 1
Result:	Application referred to the Corporations & Securities Panel in COR 265 of 2000 Application dismissed in COR 266 of 2000
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Parties:	TROY RESOURCES NL (ACN 006 243 750) TAIPAN RESOURCES NL (ACN 060 156 452) ROBERT JOHN CHARLES CATTO BATOKA PTY LTD (ACN 002 904 930)
Catchwords:	Corporations Injunction Takeover offers Misleading and deceptive conduct in relation to merger proposal Counter proposal for takeover conditional upon merger failing Corporations & Securities Panel Jurisdiction Where takeover offer proposed but not yet made
Legislation:	Australian Securities & Investments Commission Act 1989, Part 10, s 171, s 174 Corporations Law, s 657A(1), s 657A(2), s 659A, s 659B(4), s 995(2)
Case References:	Acacia Resources Ltd v Delta Gold (1999) ACSR 144 Acacia v Delta Gold (1999) ACSR 144 Annand & Thompson Pty Ltd v Trade Practices Commission (1979) 40 FLR 165 Castlemaine Tooheys Ltd v South Australia (1986) 161 CLR 148 Finucane v New South Wales Egg Corporation (1988) 80 ALR 486 Port of Melbourne Authority v Anshun Pty Ltd (1980-81) 147 CLR 589 S & O Nominees Pty Ltd & Ors v Taipan Resources NL [2000] WASC 270 Siddons Pty Ltd v The Stanley Works Pty Ltd (1991) 29 FCR 14 Chequepoint Securities Ltd v Claremont Petroleum NL (1986) 1 ACLR 94 Cleary v Australian Cooperative Foods Ltd (1999) 32 ACSR 701 Fraser v NRMA (1994) 14 ACSR 656 Morey v Transurban City Link Ltd (1997) ATPR 41 Peters' American Delicacy Co Ltd v Heath (1939) 61 CLR 456 Primac Holdings Ltd v IAMA Ltd (1996) 22 ACSR 454 Whitehouse v Carlton Hotel Pty Ltd (1987) 162 CLR 285

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

IN CHAMBERS

CITATION : TROY RESOURCES NL -v- TAIPAN RESOURCES NL [2000] WASC 279 CORAM : SCOTT J HEARD : 10 OCTOBER 2000 DELIVERED : 17 NOVEMBER 2000 FILE NO/S : COR 265 of 2000 MATTER : Section 995(2) of the Corporations Law

Section 1324 of the

Corporations Law

BETWEEN : TROY RESOURCES NL (ACN 006 243 750)

Applicant

AND

TAIPAN RESOURCES NL (ACN 060 156 452)

Respondent

FILE NO/S : COR 266 of 2000 BETWEEN : ROBERT JOHN CHARLES CATTO

BATOKA PTY LTD (ACN 002 904 930)

Applicants (Plaintiffs)

AND

TAIPAN RESOURCES NL (ACN 060 156 452)

Respondent (Defendant)

(Page 2)

Catchwords:

Corporations - Injunction - Takeover offers - Misleading and deceptive conduct in relation to merger proposal - Counter proposal for takeover conditional upon merger failing - Corporations & Securities Panel - Jurisdiction - Where takeover offer proposed but not yet made

Legislation:

Australian Securities & Investments Commission Act 1989, Part 10, s 171, s 174

Corporations Law, s 657A(1), s 657A(2), s 659A, s 659B(4), s 995(2)

Result:

Application referred to the Corporations & Securities Panel…

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 279
Decision Date: 17 NOVEMBER 2000

CaseChat Overview and Summary

In the case of Troy Resources Nl versus Taipan Resources Nl, the dispute centered around allegations of misleading and deceptive conduct in relation to a proposed merger. The Corporations & Securities Panel was tasked with deciding the matter, which arose before any formal takeover offer was made. The crux of the issue was whether the Panel had jurisdiction to hear the application under the circumstances, given the nature of the proposed counter proposal which was contingent upon the failure of the original merger.

The legal issues before the court were whether the Corporations & Securities Panel had the authority to intervene in a situation where a takeover offer had not yet been formally made, and if so, whether the conduct in question constituted misleading or deceptive behaviour. The respondent argued that the Panel's jurisdiction was limited to cases where an offer had already been made, whereas the applicant contended that the preparatory actions taken constituted misleading and deceptive conduct under the Corporations Act.

The court held that the Corporations & Securities Panel did not have jurisdiction to hear the matter as the takeover offer had not been formally made at the time of the application. Consequently, the Panel was unable to assess the merits of the alleged misleading and deceptive conduct, and the application was dismissed. The court found that the Panel's jurisdiction was contingent upon an actual offer being made, which was not the case here. The court also noted that, given the conditional nature of the counter proposal, the conduct in question did not amount to misleading or deceptive behaviour within the meaning of the Act.

As a result of the court's determination, the application was dismissed, and the matter was referred to the Corporations & Securities Panel for further consideration in a subsequent proceeding. The court's ruling underscored the importance of the formalisation of takeover offers in the context of regulatory oversight and the scope of the Panel's jurisdiction.

Orders

Orders of the court

Application referred to the Corporations & Securities Panel in COR 265 of 2000

Application dismissed in COR 266 of 2000

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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