Cann Group Limited, in the matter of Cann Group Limited [2021] FCA 129

Cann Group Limited, in the matter of Cann Group Limited [2021] FCA 129

Orders should be made under s 1322(4) of the Corporations Act 2001 (Cth) validating the sale and relieving sellers from civil liability, as the failure to issue a cleansing notice was inadvertent, the company acted honestly and promptly, no evidence of dishonesty by sellers, no substantial injustice is likely, and the authorities notified did not oppose the relief.

Parties
Plaintiff: Cann Group Limited
Jurisdiction
Australia
Judgment Date
16 February 2021
Procedural Posture
Application for Declaratory Relief / Ex Parte Urgent Application, Orders Made After Hearing
Outcome
Orders made validating the sale, relieving sellers from civil liability, extending cleansing notice period, requiring notifications and publication. No order as to costs.
Legal Topics
Validation of Share Trades, Disclosure Contraventions, Relief From Civil Liability, Cleansing Notice Requirements
Corporations Law Validation of Share Trades Disclosure Contraventions Relief From Civil Liability Cleansing Notice Requirements

Case Brief

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Parties

Cann Group Limited

Plaintiff

Procedural Posture

Application for Declaratory Relief / Ex Parte Urgent Application, Orders Made After Hearing

Legal Issues

  1. 1 Whether share trades should be validated despite contraventions of ss 707(3) and 727 of the Corporations Act 2001 (Cth)
  2. 2 Whether sellers should be relieved from civil liability arising from failure to lodge a cleansing notice
  3. 3 Whether an extension of time for cleansing notice under s 708A(6)(a) is justified

Ratio Decidendi

Orders should be made under s 1322(4) of the Corporations Act 2001 (Cth) validating the sale and relieving sellers from civil liability, as the failure to issue a cleansing notice was inadvertent, the company acted honestly and promptly, no evidence of dishonesty by sellers, no substantial injustice is likely, and the authorities notified did not oppose the relief.

Court Disposition

Orders made validating the sale, relieving sellers from civil liability, extending cleansing notice period, requiring notifications and publication. No order as to costs.

Orders

  • Pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth), offer for sale or sale of 306,846 shares issued on 28 January 2021 is not invalid by reason of contravention of ss 707(3) or 727(1).
  • Pursuant to s 1322(4)(c), sellers relieved from civil liability for such contravention.