Embedded Claims Pty Ltd v Litigation Finance (Australia) Pty Ltd [2022] FCA 986

Embedded Claims Pty Ltd v Litigation Finance (Australia) Pty Ltd [2022] FCA 986

On the evidence, either the share register was merely adjusted without an underlying transfer, or any transfer to Mr Kapp was made by Mrs Kapp as trustee with Mr Kapp on notice of the James Trust's interests. In either case Mr Kapp did not become beneficially entitled to the 50 shares on 26 November 2020 and the shares did not vest in his trustees in bankruptcy. The four ASIC forms had already been declared of no effect in Re Embedded Claims Pty Ltd [2021] NSWSC 969, so it was appropriate to order their removal from the register under s 1322(4)(b) of the Corporations Act 2001 (Cth).

Jurisdiction
Australia
Judgment Date
24 August 2022
Procedural Posture
Corporations Proceeding Concerning Beneficial Ownership of Shares, Bankruptcy Vesting, and Removal of Forms From ASIC Register / Final Judgment and Orders After Hearing
Outcome
Four Form 484 documents were ordered to be removed from the ASIC register; the proceeding was otherwise dismissed; no order as to costs.
Legal Topics
['beneficial Ownership of Shares' 'vesting of After Acquired Property in Trustees in Bankruptcy' 'share Transfers' 'rectification of ASIC Register' 'removal of Form 484 Documents']
['corporations' 'bankruptcy' 'trusts'] ['beneficial Ownership of Shares' 'vesting of After Acquired Property in Trustees in Bankruptcy' 'share Transfers' 'rectification of ASIC Register' 'removal of Form 484 Documents']

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Procedural Posture

Corporations Proceeding Concerning Beneficial Ownership of Shares, Bankruptcy Vesting, and Removal of Forms From ASIC Register / Final Judgment and Orders After Hearing

Legal Issues

  1. 1 ['Whether Mr Philip James Kapp became beneficially entitled to 50 shares in Embedded Claims Pty Ltd on 26 November 2020 such that those shares vested in his trustees in bankruptcy pursuant to s 58(1)(b) of the Bankruptcy Act 1966 (Cth).' 'Whether four forms lodged with ASIC by Mrs Maryann Kapp should be removed from the register.']

Ratio Decidendi

On the evidence, either the share register was merely adjusted without an underlying transfer, or any transfer to Mr Kapp was made by Mrs Kapp as trustee with Mr Kapp on notice of the James Trust's interests. In either case Mr Kapp did not become beneficially entitled to the 50 shares on 26 November 2020 and the shares did not vest in his trustees in bankruptcy. The four ASIC forms had already been declared of no effect in Re Embedded Claims Pty Ltd [2021] NSWSC 969, so it was appropriate to order their removal from the register under s 1322(4)(b) of the Corporations Act 2001 (Cth).

Court Disposition

Four Form 484 documents were ordered to be removed from the ASIC register; the proceeding was otherwise dismissed; no order as to costs.

Orders

  • ['The following forms be removed from the share register kept by the Fourth Defendant: Form 484 (Document Number 7EBI36285) lodged with the Fourth Defendant on 15 June 2021; Form 484 (Document Number 7EBI46015) lodged with the Fourth Defendant on 17 June 2021; Form 484 (Document Number 7EBI64341) lodged with the...