Orison Pty Ltd v Strategic Minerals Corporation N/L & Ors [1987] FCA 427

Orison Pty Ltd v Strategic Minerals Corporation N/L & Ors [1987] FCA 427

Forwarding to shareholders of a notice of extraordinary general meeting, together with an explanatory memorandum and independent report, as part of a takeover resolution process by a public company, constitutes conduct in 'trade or commerce' for the purposes of s.52 of the Trade Practices Act 1974.

Jurisdiction
Australia
Judgment Date
12 August 1987
Procedural Posture
Motion/interlocutory Application / Reasons for Judgment on Interlocutory Motions, Including Strike Out, Security for Costs, and Trial of Preliminary Issue
Outcome
Applications largely dismissed or orders made as set out below. The preliminary issue determined in favour of applicant. Security for costs ordered.
Legal Topics
['misleading and Deceptive Conduct' 'takeovers' "directors' Duties" 'shareholder Meetings' 'injunctive Relief' 'security for Costs' 'statutory Construction' 'strike Out Applications']
['trade Practices' 'corporations'] ['misleading and Deceptive Conduct' 'takeovers' "directors' Duties" 'shareholder Meetings' 'injunctive Relief' 'security for Costs' 'statutory Construction' 'strike Out Applications']

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Procedural Posture

Motion/interlocutory Application / Reasons for Judgment on Interlocutory Motions, Including Strike Out, Security for Costs, and Trial of Preliminary Issue

Legal Issues

  1. 1 ["Whether communication from a company’s directors to shareholders constitutes conduct of the company in 'trade or commerce' within the meaning of s.52 of the Trade Practices Act 1974" 'Whether forwarding of memorandum and independent valuation report by directors to shareholders as part of takeover constitutes misleading and deceptive conduct by the company' 'Whether the pleading of adoption of the valuation report is supportable' 'Whether conduct by the board or company satisfies requirements under s.52 of the Trade Practices Act 1974' 'Whether the applicant should be ordered to pay security for costs']

Ratio Decidendi

Forwarding to shareholders of a notice of extraordinary general meeting, together with an explanatory memorandum and independent report, as part of a takeover resolution process by a public company, constitutes conduct in 'trade or commerce' for the purposes of s.52 of the Trade Practices Act 1974.

Court Disposition

Applications largely dismissed or orders made as set out below. The preliminary issue determined in favour of applicant. Security for costs ordered.

Orders

  • ['First Respondent’s (Strategic) strike out motion dismissed; costs to applicant.' "On the First Respondent's subsequent motion, the court will determine the preliminary issue as between the applicant and First Respondent. Costs in the cause." 'On the preliminary issue: the forwarding of the meeting notice and...