Cleary v Australian Co-operative Foods (No.3) [1999] NSWSC 1062

Cleary v Australian Co-operative Foods (No.3) [1999] NSWSC 1062

The procedure for change of postal votes was unlawful as it was not authorised by the Act, Regulation, or Rules; the defendants engaged in misleading or deceptive conduct by sending the 6 September Materials; postal votes and proxies in certain categories are invalid or should not be relied upon due to informational deficiencies; appropriate relief includes declaratory orders, injunctions restraining counting or acting on tainted postal votes/proxies, liberty to apply for further injunctions, and orders for costs against directors.

Jurisdiction
Australia
Judgment Date
22 October 1999
Procedural Posture
Equity Proceedings / Judgment on Relief Following Determination of Separate Questions
Outcome
Orders to be made reflecting determination of validity of voting/proxy process, declaratory orders for misleading conduct, injunctions restraining counting and acting upon tainted votes/proxies, liberty for plaintiffs to apply for further injunctions, and costs against first and second defendants with costs for...
Legal Topics
['schemes of Arrangement' 'misleading and Deceptive Conduct' 'validity of Postal Votes and Proxies' 'declaratory and Injunctive Relief' 'costs Against Directors']
['corporations' 'trade Practices' 'practice and Procedure'] ['schemes of Arrangement' 'misleading and Deceptive Conduct' 'validity of Postal Votes and Proxies' 'declaratory and Injunctive Relief' 'costs Against Directors']

Case Brief

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Procedural Posture

Equity Proceedings / Judgment on Relief Following Determination of Separate Questions

Legal Issues

  1. 1 ['Whether the procedure for change of postal votes was lawful' 'Whether misleading or deceptive conduct occurred in the sending of 6 September Materials' 'Appropriate relief concerning validity of postal votes and proxies and declaratory/injunctive orders' 'Allocation of costs particularly against directors']

Ratio Decidendi

The procedure for change of postal votes was unlawful as it was not authorised by the Act, Regulation, or Rules; the defendants engaged in misleading or deceptive conduct by sending the 6 September Materials; postal votes and proxies in certain categories are invalid or should not be relied upon due to informational deficiencies; appropriate relief includes declaratory orders, injunctions restraining counting or acting on tainted postal votes/proxies, liberty to apply for further injunctions, and orders for costs against directors.

Court Disposition

Orders to be made reflecting determination of validity of voting/proxy process, declaratory orders for misleading conduct, injunctions restraining counting and acting upon tainted votes/proxies, liberty for plaintiffs to apply for further injunctions, and costs against first and second defendants with costs for...

Orders

  • ['Postal votes in first category are invalid' 'Injunctions restraining counting and declaration of postal ballot results if votes of vitiated kind are counted' 'Injunctions restraining acting on poll results if proxies of vitiated kind are used' 'Declaratory orders reflecting answers to first two separate questions'...