Wilson v Meudon Pty Ltd

Case [2005] NSWCA 448
CITATION:

Wilson & Anor v Meudon P/L & Anor [2005] NSWCA 448
HEARING DATE(S):

7/9/05 – 8/9/05
 
JUDGMENT DATE: 


15 December 2005

JUDGMENT OF:

Handley JA at 1; Hodgson JA at 10; Bryson JA at 16
DECISION:

Appeal allowed with costs and relief granted to appellants: see orders at [92].
CATCHWORDS:

CORPORATIONS – home unit company title – It was held that provisions of articles delineating an area of the roof adjacent to the Penthouse as “Roof Garden for Penthouse” were part of the rights annexed by the Articles to the shares relating to the Home Unit immediately under the Penthouse, and were Class Rights which could not be altered except according to Modification of Rights Article, over which holders of those shares had control. The holders of those shares were entitled to restrain the Company and the holder of the Penthouse shares from acts and decisions which would enable extension of the Penthouse over part of the Roof Garden – Consideration of operation of Articles in Home Unit Company, Class Rights, Modification of Rights Article, whether holder has leasehold or contractual licence, entitlement to quiet enjoyment. Reid House Pty Ltd v Beneke (1986) 5 ACLC 451 disapproved
LEGISLATION CITED:

Corporations Act 2001 (Cth) ss.136(2), 140, 232, 246B(1) & C(5), 258B(1)
Companies Act 1981 (Cth) s.125(3)
Corporations Law s.197
Companies (NSW) Code ss.123(13), (14)
Companies Act 1961 (NSW) ss.31(1), 144(1)
Companies Act 1936 ss.94, 97
Conveyancing Act 1919 (NSW) Schedule 4 Para 21
Companies Act 1985 (UK) s.125
Interpretation Act 1987 (NSW) s.21(b)
CASES CITED:

Bagust v Rose [1964] NSWR 5; (1963) 80 WN (NSW) 604
BP Refinery (Westernport) Pty Ltd v Hastings Shire Council (1977) 180 CLR 266; (1977) 45 LGRA 62; (1977) 16 ALR 363; (1977) 52 ALJR 20
Brentwood Village Ltd v Corporate Affairs Commission (1983) 8 ACLR 93; (1983) 1 ACLC 1006
Buckland v Johnstone (1991) 5 ACSR 404; (1991) 9 ACLC 1193
Crumpton v Morrine Hall Pty Ltd [1965] NSWR 240; (1965) 82 WN (Pt 1) (NSW) 456
Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1987] Ch 1
Duomatic Ltd, Re [1969] 2 Ch 365; [1969] 1 All ER 161; [1969] 2 WLR 114
East v Bennett Bros Ltd [1911] 1 Ch 163
Fischer v Easthaven Ltd [1964] NSWR 261; (1963) 80 WN (NSW) 1155
H H Halls Ltd v Lepouris (1965) 39 ALJR 259
H H Halls Ltd v Lepouris [1964-5] NSWR 1535; (1964) 65 SR (NSW) 181; (1964) 82 WN (Pt 2) (NSW) 87
Herrman v Simon (1990) 4 ACSR 81; (1990) 8 ACLC 1094
Jenkins v Harbourview Courts Ltd [1966] NZLR 1
John Smith's Tadcaster Brewery Co Ltd, Re [1953] Ch 308
Lace v Chantler [1944] KB 368; [1944] 1 All ER 305
Magill v Santina Pty Ltd [1983] 1 NSWLR 517; (1983) 8 ACLR 289; (1983) 1 ACLC 1108; (1983) NSW ConvR 55-137
O'Keefe & McKenna v Williams (1910) 11 CLR 171; (1911) 17 ALR 113; (1910)…

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AGLC
Wilson v Meudon Pty Ltd [2005] NSWCA 448
Case
[2005] NSWCA 448
Decision Date

CaseChat Overview and Summary

The dispute in *Wilson v Meudon Pty Ltd* concerned the interpretation of a company's articles of association governing the rights of shareholders in a home unit company. The appellants, holders of shares in a home unit, sought to restrain the company and the holder of the penthouse shares from extending the penthouse over an area designated as a "Roof Garden for Penthouse" in the company's articles. The case was heard in the Court of Appeal of New South Wales.

The central legal issues before the court were whether the provisions in the articles delineating the "Roof Garden for Penthouse" constituted rights annexed to the shares of the home unit immediately below the penthouse, whether these rights were "Class Rights" that could only be altered in accordance with a specific article governing modification of rights, and whether the penthouse shareholder's proposed extension constituted an infringement of these rights. The court also considered the nature of the penthouse shareholder's entitlement, whether it was a leasehold or a contractual licence, and the principle of quiet enjoyment.

The Court of Appeal held that the provisions of the articles designating the roof area as a "Roof Garden for Penthouse" were indeed rights annexed to the shares of the home unit below. These were determined to be Class Rights, meaning they could not be altered except by the procedure outlined in the Modification of Rights Article, a procedure over which the holders of the relevant shares had control. Consequently, the court found that the appellants were entitled to restrain the company and the penthouse shareholder from any acts or decisions that would permit the extension of the penthouse over the Roof Garden. The court disapproved of the decision in *Reid House Pty Ltd v Beneke*.

The appeal was allowed with costs, and relief was granted to the appellants in accordance with the orders set out in the judgment.

Orders

Orders of the court

Appeal allowed with costs and relief granted to appellants: see orders at [92].

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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