Currawinya Pty Limited v Adam; Adam v Currawinya Pty Ltd [2010] NSWSC 666

Currawinya Pty Limited v Adam; Adam v Currawinya Pty Ltd [2010] NSWSC 666

Clause 2(a)(i) of Currawinya's memorandum does not confer an irrevocable right to graze cattle on common property; it creates a contractual licence subject to company rules and regulations that must apply equally to all members. Such licences are revocable in accordance with those rules and regulations. The Agricultural Tenancies Act 1990 does not apply to this dispute, and court jurisdiction is not ousted. Withdrawal of grazing permission did not require unanimous shareholder consent as no class right was entrenched.

Parties
Plaintiff/cross Defendant: Currawinya Pty Limited; First Defendant/first Cross Claimant: Jill Adam; Second Defendant/second Cross Claimant: Arthur Bickmore
Jurisdiction
Australia
Judgment Date
02 August 2010
Procedural Posture
Equity Proceedings; Cross Claim and Supplementary Proceedings / Principal Judgment; Further Submissions Directed
Outcome
Declaration that clause 2(a)(i) does not confer liberty to graze cattle; Agricultural Tenancies Act does not apply; further submissions directed regarding validity of 13 March 1999 resolution.
Legal Topics
Construction of Company Constitution, Rights of Shareholders, Licensing and Occupation of Company Property, Application of Agricultural Tenancies Act 1990, Trespass, Oppressive Conduct Under Corporations Act
Corporations Law Property Law Equity Construction of Company Constitution Rights of Shareholders Licensing and Occupation of Company Property Application of Agricultural Tenancies Act 1990 Trespass +1 more

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Parties

Currawinya Pty Limited

Plaintiff/cross Defendant

Jill Adam

First Defendant/first Cross Claimant

Arthur Bickmore

Second Defendant/second Cross Claimant

Procedural Posture

Equity Proceedings; Cross Claim and Supplementary Proceedings / Principal Judgment; Further Submissions Directed

Legal Issues

  1. 1 Whether the constitution provides a right to graze cattle on common land
  2. 2 Whether withdrawal of grazing permission requires unanimous shareholder consent
  3. 3 Applicability of Agricultural Tenancies Act 1990 to the dispute

Ratio Decidendi

Clause 2(a)(i) of Currawinya's memorandum does not confer an irrevocable right to graze cattle on common property; it creates a contractual licence subject to company rules and regulations that must apply equally to all members. Such licences are revocable in accordance with those rules and regulations. The Agricultural Tenancies Act 1990 does not apply to this dispute, and court jurisdiction is not ousted. Withdrawal of grazing permission did not require unanimous shareholder consent as no class right was entrenched.

Court Disposition

Declaration that clause 2(a)(i) does not confer liberty to graze cattle; Agricultural Tenancies Act does not apply; further submissions directed regarding validity of 13 March 1999 resolution.

Orders

  • Parties directed to provide written submissions within four weeks on issues identified regarding validity of the general meeting resolution.