Campbell v Kitchen and Sons Ltd and Brisbane Soap Co Ltd [1910] HCA 23

Campbell v Kitchen and Sons Ltd and Brisbane Soap Co Ltd [1910] HCA 23

Where a company is unable to resolve to file an appeal due to an equally divided board, the court may allow a shareholder with a substantial interest to pursue the appeal, applying the analogy to Chancery practice.

Parties
Applicant: Campbell; Respondent: J. Kitchen & Sons Ltd.; Respondent: Brisbane Soap Co. Ltd.; Shareholder: Peter Morrison Campbell; Director: John Clark Donaldson
Jurisdiction
Australia
Judgment Date
31 May 1910
Procedural Posture
Appeal / Leave to Institute and Carry on an Appeal to the High Court From Supreme Court of Queensland
Outcome
Leave granted to the applicant to appeal on behalf of himself and all other members of the company, with the defendant company to be made a respondent.
Legal Topics
Leave to Appeal, Shareholder Rights, Corporate Deadlock
Company Law Leave to Appeal Shareholder Rights Corporate Deadlock

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Parties

Campbell

Applicant

J. Kitchen & Sons Ltd.

Respondent

Brisbane Soap Co. Ltd.

Respondent

Peter Morrison Campbell

Shareholder

John Clark Donaldson

Director

Procedural Posture

Appeal / Leave to Institute and Carry on an Appeal to the High Court From Supreme Court of Queensland

Legal Issues

  1. 1 Whether a shareholder can be granted leave to appeal on behalf of a company when the company’s directors are deadlocked
  2. 2 Whether the analogy to Court of Chancery practice allowing interested persons to appeal applies

Ratio Decidendi

Where a company is unable to resolve to file an appeal due to an equally divided board, the court may allow a shareholder with a substantial interest to pursue the appeal, applying the analogy to Chancery practice.

Court Disposition

Leave granted to the applicant to appeal on behalf of himself and all other members of the company, with the defendant company to be made a respondent.

Orders

  • Leave given to applicant to institute and carry on an appeal to the High Court from the judgment of the Supreme Court of Queensland, in the name of the company, with the company as respondent.