Singh v Patel

In the matter of Singh v Patel, the High Court of Australia was tasked with determining the validity of certain share transfers in relation to shares in a company called STA. The primary issue for the court to decide was whether the respondent, Mrs Patel, had the legal authority to transfer the shares of the appellant, Mr Singh, to herself and Elite, given that there was no evidence of STA maintaining a share register. The secondary issue was whether the respondents' actions constituted a conversion of Mr Singh's shares, depriving him of ownership and possession.

The court found that under the Corporations Act 2001, the share register is a crucial document for evidencing ownership of shares. The absence of a share register in this case meant that Mrs Patel's purported transfers of shares were ineffective. The court noted that the directors of STA were required to ensure the share register was properly kept and that share transfers were promptly recorded. The court concluded that Mr Singh's ownership and possession of the shares remained unchanged despite the alterations to the Companies Register and Mrs Patel's continued actions as if Mr Singh was still a shareholder. The court also found that the respondents did not commit an act that deprived Mr Singh of his ownership or possession of the shares, leading to the dismissal of the claim in conversion.

The court ordered that the appeal be dismissed, with the appellant to pay the respondents' costs of the appeal on a band A basis, along with usual disbursements.