Maddocks v DJE Constructions Pty Ltd [1982] HCA 17

Maddocks v DJE Constructions Pty Ltd [1982] HCA 17

The appellant was not a subscriber to the memorandum, had not agreed with the respondent to become a member, had never been entered on the register of members, and had not been issued shares in the relevant sense. Under the Companies Act 1961 N.S.W. and the authorities, he therefore was not a member or shareholder, and no basis was shown for rectification of the register. Because that conclusion disposed of the appeal, it was unnecessary to decide the s. 67 illegality issue.

Jurisdiction
Australia
Procedural Posture
Appeal / High Court Appeal From the Court of Appeal of the Supreme Court of New South Wales
Outcome
Appeal dismissed with costs.
Legal Topics
['company Membership' 'share Allotment' 'share Issue' 'register of Members' 'rectification of Register' 'declaratory Relief' 'companies Act 1961 N.s.w. S. 67']
['company Law' 'equity'] ['company Membership' 'share Allotment' 'share Issue' 'register of Members' 'rectification of Register' 'declaratory Relief' 'companies Act 1961 N.s.w. S. 67']

Case Brief

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Procedural Posture

Appeal / High Court Appeal From the Court of Appeal of the Supreme Court of New South Wales

Legal Issues

  1. 1 ['Whether the appellant was a holder of shares in the respondent despite never being entered on its register of members.' 'Whether the register of members should be rectified by entering the appellant as holder of 5,998 shares.' 'Whether the alleged allotment or issue of shares was affected by illegality under s. 67 of the Companies Act 1961 N.S.W.']

Ratio Decidendi

The appellant was not a subscriber to the memorandum, had not agreed with the respondent to become a member, had never been entered on the register of members, and had not been issued shares in the relevant sense. Under the Companies Act 1961 N.S.W. and the authorities, he therefore was not a member or shareholder, and no basis was shown for rectification of the register. Because that conclusion disposed of the appeal, it was unnecessary to decide the s. 67 illegality issue.

Court Disposition

Appeal dismissed with costs.

Orders

  • ['Appeal dismissed with costs.']