O'Donnell v Thor Industries Pty Ltd [1977] HCA 28

O'Donnell v Thor Industries Pty Ltd [1977] HCA 28

Upon termination of employment, clause XIV of the memorandum of association requires the employee shareholder to transfer class 'E' shares as directed, without any entitlement to consideration unless expressly provided. There is no implied term requiring payment of fair value for such shares on transfer.

Jurisdiction
Australia
Procedural Posture
Appeal / High Court Judgment
Outcome
Appeals dismissed with costs.
Legal Topics
['memorandum of Association' 'share Transfer' 'employee Shareholding' 'implied Terms' 'expropriation of Shares']
['company Law'] ['memorandum of Association' 'share Transfer' 'employee Shareholding' 'implied Terms' 'expropriation of Shares']

Case Brief

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Procedural Posture

Appeal / High Court Judgment

Legal Issues

  1. 1 ['Whether clause XIV of the memorandum of association of Thor Industries Pty Ltd entitles an ex-employee shareholder to refuse to transfer shares absent payment.' 'Whether a term for payment of fair value should be implied into clause XIV for compulsory share transfers upon termination of employment.']

Ratio Decidendi

Upon termination of employment, clause XIV of the memorandum of association requires the employee shareholder to transfer class 'E' shares as directed, without any entitlement to consideration unless expressly provided. There is no implied term requiring payment of fair value for such shares on transfer.

Court Disposition

Appeals dismissed with costs.

Orders

  • ['Appeals dismissed.' 'Appellant to pay costs.']