Currawinya Pty Limited v Adam; Adam v Currawinya Pty Limited [No. 2] [2011] NSWSC 1

Currawinya Pty Limited v Adam; Adam v Currawinya Pty Limited [No. 2] [2011] NSWSC 1

The 13 March 1999 resolution did not constitute a valid rule or regulation under Currawinya's memorandum of association clause 2(a)(iii). As such, it did not revoke the defendants’ licence to graze cattle on common property, and the company's trespass claim fails. No variation of class rights occurred. The defendants’ contract, misrepresentation, and estoppel claims also fail; they are not entitled to further relief. The company has not offered a lease to the defendants conforming with the constitution, nor has it misled them regarding grazing rights when they acquired their share.

Parties
Plaintiff/cross Defendant: Currawinya Pty Limited; First Defendant/first Cross Claimant: Jill Adam; Defendant/cross Claimant: Mr Bickmore
Jurisdiction
Australia
Judgment Date
28 January 2011
Procedural Posture
Principal Judgment / Post Hearing Judgment; Second Judgment on Remaining and Cross Claim Issues
Outcome
Company’s claim in trespass fails. Defendants’ cross-claims (contract, estoppel, misrepresentation) fail. Defendants’ licence to graze cattle on common property stands as unrevoked. No damages or orders presently made. Further submissions invited as to future conduct of Corporations Act claims, mediation and costs.
Legal Topics
Company Constitution, Replaceable Rules, Multiple Occupancy Companies, Use of Common Property, Trespass, Trespass to Land, Licence to Enter Property, Declaratory Relief, Injunctions, Mesne Profits, Constructing Constitutions, Oppressive Conduct, Winding Up, Variation of Class Rights, Misrepresentation, Estoppel, Costs, Mediation
Corporations Law Torts Contract Law Misleading and Deceptive Conduct Company Constitution Replaceable Rules Multiple Occupancy Companies Use of Common Property +14 more

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Parties

Currawinya Pty Limited

Plaintiff/cross Defendant

Jill Adam

First Defendant/first Cross Claimant

Mr Bickmore

Defendant/cross Claimant

Procedural Posture

Principal Judgment / Post Hearing Judgment; Second Judgment on Remaining and Cross Claim Issues

Legal Issues

  1. 1 Whether the 13 March 1999 resolution constituted a valid rule or regulation under Currawinya's constitution
  2. 2 Whether the defendants had a right to graze cattle on common land post-1999 resolution
  3. 3 Whether the company's trespass claim succeeds

Ratio Decidendi

The 13 March 1999 resolution did not constitute a valid rule or regulation under Currawinya's memorandum of association clause 2(a)(iii). As such, it did not revoke the defendants’ licence to graze cattle on common property, and the company's trespass claim fails. No variation of class rights occurred. The defendants’ contract, misrepresentation, and estoppel claims also fail; they are not entitled to further relief. The company has not offered a lease to the defendants conforming with the constitution, nor has it misled them regarding grazing rights when they acquired their share.

Court Disposition

Company’s claim in trespass fails. Defendants’ cross-claims (contract, estoppel, misrepresentation) fail. Defendants’ licence to graze cattle on common property stands as unrevoked. No damages or orders presently made. Further submissions invited as to future conduct of Corporations Act claims, mediation and costs.

Orders

  • Parties to provide submissions on: (i) future course of Corporations Act ss 232 and 233 claims, (ii) whether proceedings should be mediated, and (iii) costs.
  • Parties directed to bring in short minutes of order to give effect to these reasons.