McLean Bros and Rigg Ltd v Grice [1906] HCA 1

McLean Bros and Rigg Ltd v Grice [1906] HCA 1

The company was validly in voluntary liquidation based on the prima facie sufficiency of documentary evidence of the extraordinary resolution, the statutory presumption of regularity, direct and presumptive evidence of quorum, and the lack of effective rebuttal. There was no binding agreement or valid release demonstrated that discharged the liability of Harding's executors for the call on shares.

Parties
Appellant; Plaintiff: McLean Bros. & Rigg Ltd.; Respondent; Defendant: James Grice; Respondent; Defendant: William McLean (deceased)
Jurisdiction
Australia
Judgment Date
04 March 1906
Procedural Posture
Appeal / Judgment of High Court of Australia on Appeal From Supreme Court of Victoria
Outcome
Appeal allowed
Legal Topics
Voluntary Winding Up, Extraordinary Resolution, Presumption of Regularity, Proof of Quorum, Company Liquidation, Release From Liability, Ratification of Agreements
Company Law Evidence Voluntary Winding Up Extraordinary Resolution Presumption of Regularity Proof of Quorum Company Liquidation Release From Liability +1 more

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Parties

McLean Bros. & Rigg Ltd.

Appellant; Plaintiff

James Grice

Respondent; Defendant

William McLean (deceased)

Respondent; Defendant

Procedural Posture

Appeal / Judgment of High Court of Australia on Appeal From Supreme Court of Victoria

Legal Issues

  1. 1 Whether a valid extraordinary resolution for voluntary winding-up was passed requiring presence of a quorum at the relevant meeting under Companies Act 1890 (Vic) and company articles
  2. 2 Whether there was sufficient proof that a quorum was present at the relevant meeting
  3. 3 Whether the liability of executors for the call on shares was discharged by valid agreement or release with the company

Ratio Decidendi

The company was validly in voluntary liquidation based on the prima facie sufficiency of documentary evidence of the extraordinary resolution, the statutory presumption of regularity, direct and presumptive evidence of quorum, and the lack of effective rebuttal. There was no binding agreement or valid release demonstrated that discharged the liability of Harding's executors for the call on shares.

Court Disposition

Appeal allowed

Orders

  • Judgment for the plaintiffs for the amount claimed, with interest from the date of the writ at 5% per annum
  • Appellants to pay costs of appeal as per undertaking for special leave