We Two Pty Ltd v Shorrock (No 2)

The case before the court involved We Two Pty Ltd, the plaintiff, and Shorrock, the defendant. The dispute centred around the ownership and transfer of shares in a company, specifically in relation to a trust deed and the subsequent transfer of shares. The matter was heard in the Supreme Court of New South Wales. The plaintiff sought a declaration that the shares were held on trust for them and an order for their transfer. The defendant, in turn, sought an order that the shares were transferred to them and an injunction against the plaintiff dealing with the shares.

The primary legal issue before the court was the interpretation of a trust deed and the transfer of shares in accordance with the terms of that deed. The court had to determine whether the shares were indeed held on trust for the plaintiff or whether they were correctly transferred to the defendant. The court also needed to consider the validity and enforceability of certain provisions within the trust deed, particularly in relation to the appointment of a trustee and the conditions under which shares could be transferred.

In reaching its decision, the court analysed the terms of the trust deed and the circumstances surrounding its creation and execution. The court found that the trust deed was not properly executed and therefore was invalid. Consequently, the shares were not held on trust as the plaintiff claimed, and the transfer to the defendant was valid. The court also noted that the appointment of the trustee was not properly carried out, further undermining the plaintiff's position. As a result, the court dismissed the claim and cross-claim, and the motion filed on 1 July 2005 was adjourned to a later date. Costs were reserved for further consideration.