Kawasaki (Australia) Pty Ltd (ACN 000 748 621) v ARC Strang Pty Ltd (ACN 062 605 850) [2008] FCA 461

Kawasaki (Australia) Pty Ltd (ACN 000 748 621) v ARC Strang Pty Ltd (ACN 062 605 850) [2008] FCA 461

Clause 5.1 of the Shareholders Agreement is triggered only when a shareholder desires to transfer the legal interest in shares in PrixCar. The sale of shares in ARC Strang and assignment of beneficial interest did not constitute a transfer within the meaning of cl 5.1, and therefore did not trigger the pre-emption provisions. There was no breach by ARC Strang of cl 5.1.

Jurisdiction
Australia
Judgment Date
09 April 2008
Procedural Posture
Commercial Dispute / Final Judgment
Outcome
Application dismissed with costs.
Legal Topics
['shareholders Agreement' 'pre Emption Rights' 'transfer of Shares' 'trusts' 'beneficial Ownership']
['contract Law' 'corporations Law'] ['shareholders Agreement' 'pre Emption Rights' 'transfer of Shares' 'trusts' 'beneficial Ownership']

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Procedural Posture

Commercial Dispute / Final Judgment

Legal Issues

  1. 1 ['Whether the pre-emption provisions regulating transfer of shares in a joint venture company are triggered by transfer of shares in a shareholding company' 'Whether assignment of beneficial interest in shares triggers the pre-emption provision' 'Proper construction of the relevant clause in the Shareholders Agreement']

Ratio Decidendi

Clause 5.1 of the Shareholders Agreement is triggered only when a shareholder desires to transfer the legal interest in shares in PrixCar. The sale of shares in ARC Strang and assignment of beneficial interest did not constitute a transfer within the meaning of cl 5.1, and therefore did not trigger the pre-emption provisions. There was no breach by ARC Strang of cl 5.1.

Court Disposition

Application dismissed with costs.

Orders

  • ['The application filed by the applicants on 18 October 2007 be dismissed.' "The applicants pay the first, second and third respondents' costs of and incidental to the application."]