Webb Distributors (Aust) Pty Ltd & Ors v State of Victoria

The applicants, Webb Distributors (Aust) Pty Ltd, Susan Inness, and Sarzana Nominees Pty Ltd, sought special leave to appeal to the High Court of Australia from decisions of the Full Court of the Supreme Court of Victoria. The dispute concerned the rights of approximately 10,000 non-withdrawable shareholders in three Pyramid building societies. These shareholders alleged they had been defrauded or misled into purchasing shares, and their rights under the societies' rules meant they would be paid only after creditors. The Acting Solicitor-General for Victoria and counsel for the second respondent appeared for the respondents.

The primary legal issues before the High Court were whether the Full Court's determinations were final and appealable to the High Court under section 73 of the Constitution, and whether the questions raised were sufficiently arguable and appropriate for the High Court's consideration. Specifically, the applicants sought to appeal a determination that non-withdrawable shareholders could not maintain claims for damages against the societies, which had been treated as a final determination by consent of the parties. The applicants argued that the Full Court had sufficiently ascertained facts to make binding determinations that impeded their potential claims, including those for deceit, negligence, and breach of the Trade Practices Act.

The High Court was required to consider whether the matter presented abstract questions or concrete determinations affecting the parties' rights. The applicants contended that the Full Court's judgment, which traced the rule in *Houldsworth's case* and *Re Addlestone*, and considered the operation of section 360(1)(e) of the Companies (Victoria) Act, constituted a final determination of law, thereby providing a basis for an appeal. The applicants submitted that the Full Court's decision, in effect a declaration, finally determined specific matters in a way that was binding on the parties, despite some potential doubts regarding the width of the determinations.