Verguier Pty Ltd v Ramelius Resources Limited (No 2) [2019] FCA 873

Verguier Pty Ltd v Ramelius Resources Limited (No 2) [2019] FCA 873

The defendant was not entitled to refuse or fail to register the share transfer by reason only of the non-payment of a fee, as its constitution (clause 23) prohibited charging such a fee and no other authority existed; delay breached both clause 23 and 24.2 and was without just cause. The case had a public interest or test case character justifying a costs order on a solicitor-client basis.

Jurisdiction
Australia
Judgment Date
03 June 2019
Procedural Posture
Practice and Procedure; Corporations / Post Substantive Judgment Costs and Final Orders After Trial
Outcome
Plaintiffs' application for registration granted; costs awarded to plaintiffs on a solicitor and client basis; court declarations as to defendant's breach and lack of entitlement to fee.
Legal Topics
['costs' 'indemnity Costs' 'share Transfer' 'constitutional Interpretation (corporate)']
['corporations Law' 'practice and Procedure'] ['costs' 'indemnity Costs' 'share Transfer' 'constitutional Interpretation (corporate)']

Case Brief

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Procedural Posture

Practice and Procedure; Corporations / Post Substantive Judgment Costs and Final Orders After Trial

Legal Issues

  1. 1 ['Whether the defendant was entitled to refuse or fail to register transfer of shares by reason of a fee' 'Whether the defendant breached its constitution by delaying registration or requiring a fee' 'Proper basis for costs order (party-party, indemnity, or solicitor-client) in such circumstances']

Ratio Decidendi

The defendant was not entitled to refuse or fail to register the share transfer by reason only of the non-payment of a fee, as its constitution (clause 23) prohibited charging such a fee and no other authority existed; delay breached both clause 23 and 24.2 and was without just cause. The case had a public interest or test case character justifying a costs order on a solicitor-client basis.

Court Disposition

Plaintiffs' application for registration granted; costs awarded to plaintiffs on a solicitor and client basis; court declarations as to defendant's breach and lack of entitlement to fee.

Orders

  • ['Defendant to register the share transfer within seven days without charging any fee to the plaintiffs.' "Defendant to pay the plaintiffs' costs of and incidental to the proceedings on a solicitor and client basis, taxed in default of agreement." 'Court declarations as to breach of constitution and lack of...