Wood v Inglis

The case of Wood v Inglis arose in the Supreme Court of New South Wales, involving a dispute concerning the validity of a corporate action and the ownership of shares in a company. The primary parties were Wood and Inglis, with Inglis challenging the validity of Wood's retainer as a solicitor on the basis that no valid corporate action had been taken by the corporate party. This challenge necessitated the court's determination of whether such a challenge should be deferred and who bore the onus of proof in such a scenario. Additionally, the case delved into issues concerning the internal management of the company, specifically whether a purported meeting of members was valid and whether a resolution to remove a director and appoint another was legitimate when only one member was participating. The court was also required to decide who could be recognised by the company as the entitled holder of shares in the place of a deceased holder.

The central legal issues the court had to address included the procedural requirements for challenging a solicitor's retainer based on the validity of corporate action, the burden of proof in such challenges, and the criteria for recognising a new holder of shares in a company following the death of the registered holder. Furthermore, the court had to determine the validity of a meeting of members that purportedly resolved to remove a director and appoint another, where only a single member was present, and assess whether such an appointment was non-existent or merely defective.

In delivering its judgment, the court held that the challenge to the solicitor's retainer should not be deferred and that the onus of proof lay with the party making the challenge. The court found that for a meeting of members to be valid, it needed to comply with the company's constitution and applicable laws, and that a resolution passed by only one member did not constitute a valid meeting. Consequently, the purported appointment of a new director was deemed non-existent. Regarding the succession of shares, the court clarified that the company could recognise the entitlement of a new holder based on legal and factual considerations, including the terms of the will and the company's internal processes for transferring shares upon the death of the registered holder.

The final orders of the court reflected these findings, affirming the invalidity of the challenged retainer and the procedural requirements for future actions, while also providing clarity on the recognition of new share holders and the internal management processes of the company.