TV2U International Limited, in the matter of TV2U International Limited

In this case, TV2U International Limited applied to the Federal Court of Australia to seek relief from civil liability for sellers of its shares who had contravened sections 707(3) and 727(1) of the Corporations Act 2001 (Cth). The relief sought was under section 1322(4) of the Act. The contraventions arose from the sellers' failure to comply with disclosure requirements when offering to sell shares that had been issued by the plaintiff without a prospectus. The sellers had relied on a purported cleansing notice issued by the plaintiff under section 708A(5) of the Corporations Act, but it was later discovered that the plaintiff was not qualified to issue such a notice.

The primary legal issue for the court to decide was whether the relief under section 1322(4) of the Corporations Act could be granted to the sellers who had contravened sections 707(3) and 727(1). The court had to consider whether the failure to comply with these sections was essentially of a procedural nature, whether the sellers acted honestly, and whether it was just and equitable to grant the relief while ensuring no substantial injustice was caused to any person.

The court determined that the section 1322(4) of the Corporations Act should be interpreted generously as it is remedial in nature. The court found that it was just and equitable to grant the relief to the sellers because the contraventions were due to the plaintiff's error in issuing the cleansing notice. The court concluded that no substantial injustice would be caused to any person by granting the relief. Consequently, the court declared that the offers for sale or sale of the impugned shares were not invalid and relieved the sellers from any civil liability arising from their contraventions.

In summary, the court granted the relief sought by the plaintiff under section 1322(4) of the Corporations Act. The orders declared that the offers for sale or sale of the impugned shares were not invalid due to the failure to comply with sections 707(3) and 727(1) of the Corporations Act, and relieved the sellers from any civil liability. The orders also included provisions for notifying the Australian Securities and Investments Commission and the Australian Securities Exchange, and allowed for potential applicants to seek variation or discharge of the orders if they claimed to have suffered substantial injustice.