In the matter of Mogul Stud Pty Limited [2012] NSWSC 1639

In the matter of Mogul Stud Pty Limited [2012] NSWSC 1639

Given compelling evidence from all surviving relevant parties that the share register does not record the parties' intentions, and applying the principles from Grant v John Grant & Sons Pty Ltd (1950) 82 CLR 1 and Corporations Act 2001 (Cth) s 175(1), the Court exercises its discretion to rectify the register to reflect the intended allocation of B class shares.

Parties
Plaintiff: Mogul Stud Pty Limited; First Defendant: Barney Richard Arthur Scheinberg; Second Defendant: Deborah Catherine Susan Redelman; Third Defendant: George Jim Leslie Jacobs; Fourth Defendant: Jolistare Pty Limited; Fifth Defendant: Redbell Nominees Pty Limited; Sixth Defendant: Gisella Scheinberg
Jurisdiction
Australia
Judgment Date
12 November 2012
Procedural Posture
Application for Rectification of Share Register / Judgment at First Instance Orders Made
Outcome
Orders made for rectification of share register
Legal Topics
Rectification of Share Register, Company Shares, Discretionary Power of Court
Corporations Law Rectification of Share Register Company Shares Discretionary Power of Court

Case Brief

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Parties

Mogul Stud Pty Limited

Plaintiff

Barney Richard Arthur Scheinberg

First Defendant

Deborah Catherine Susan Redelman

Second Defendant

George Jim Leslie Jacobs

Third Defendant

Jolistare Pty Limited

Fourth Defendant

Redbell Nominees Pty Limited

Fifth Defendant

Gisella Scheinberg

Sixth Defendant

Procedural Posture

Application for Rectification of Share Register / Judgment at First Instance Orders Made

Legal Issues

  1. 1 Whether the share register of Mogul Stud Pty Limited should be rectified under s 175(1) of the Corporations Act 2001 (Cth) to record the parties' intentions regarding allocation of B class shares.

Ratio Decidendi

Given compelling evidence from all surviving relevant parties that the share register does not record the parties' intentions, and applying the principles from Grant v John Grant & Sons Pty Ltd (1950) 82 CLR 1 and Corporations Act 2001 (Cth) s 175(1), the Court exercises its discretion to rectify the register to reflect the intended allocation of B class shares.

Court Disposition

Orders made for rectification of share register

Orders

  • The share register of Mogul Stud Pty Limited is to be rectified so that the number of B class shares recorded as having been issued to Dr George Jacobs on 26 June 1980 is amended from 200 to 100.
  • Orders made in accordance with the short minutes of order initialled by the judge and placed on the file.