Melissa Alexander v Nicholas Edgar Burne [2015] NSWSC 345

Melissa Alexander v Nicholas Edgar Burne [2015] NSWSC 345

The required 'special majority' under clause 6.1(b) of the Unitholders Deed is a majority of those present and voting at the meeting, not of the entire possible membership; thus, the resolution approving the merger was validly passed.

Jurisdiction
Australia
Judgment Date
01 April 2015
Procedural Posture
Equity Proceedings / Determination of Separate Question Prior to Full Trial
Outcome
Question answered in favour of the defendant.
Legal Topics
['meetings of Unitholders' 'voting Majorities' 'interpretation of Trust Deeds']
['corporations Law' 'equity'] ['meetings of Unitholders' 'voting Majorities' 'interpretation of Trust Deeds']

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Procedural Posture

Equity Proceedings / Determination of Separate Question Prior to Full Trial

Legal Issues

  1. 1 ['Whether the resolution to approve a merger was passed by a special majority vote of the Unitholders within the meaning of clause 6.1(b) of the Unitholders Deed']

Ratio Decidendi

The required 'special majority' under clause 6.1(b) of the Unitholders Deed is a majority of those present and voting at the meeting, not of the entire possible membership; thus, the resolution approving the merger was validly passed.

Court Disposition

Question answered in favour of the defendant.

Orders

  • ['Question posed is answered in the affirmative: the resolution was passed by a special majority within the meaning of clause 6.1(b) of the Unitholders Deed.']