Wood v W and G Dean Pty Ltd [1929] HCA 44

Wood v W and G Dean Pty Ltd [1929] HCA 44

The assignee of an insolvent member of a company is entitled to be registered as a member in respect of shares unencumbered and standing in the name of the insolvent, subject to any restrictions imposed by the articles of association of the company, and as no such restrictions exist in the present case, the appellant is entitled to be registered for the shares come into his hands.

Parties
Appellant/assignee/applicant: John Vivian Montgomery Wood; Respondent/company: W. & G. Dean Proprietary Limited
Jurisdiction
Australia
Procedural Posture
Appeal / Appeal From Supreme Court of Victoria
Outcome
appeal allowed
Legal Topics
Registration of Shares, Company Articles of Association, Transmission of Shares, Rights of Assignee in Insolvency
Company Law Insolvency Registration of Shares Company Articles of Association Transmission of Shares Rights of Assignee in Insolvency

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Parties

John Vivian Montgomery Wood

Appellant/assignee/applicant

W. & G. Dean Proprietary Limited

Respondent/company

Procedural Posture

Appeal / Appeal From Supreme Court of Victoria

Legal Issues

  1. 1 Whether the assignee in insolvency of a shareholder is entitled to be registered as a member of a company in respect of the insolvent's shares where the articles contain no restriction or express grant of such a right

Ratio Decidendi

The assignee of an insolvent member of a company is entitled to be registered as a member in respect of shares unencumbered and standing in the name of the insolvent, subject to any restrictions imposed by the articles of association of the company, and as no such restrictions exist in the present case, the appellant is entitled to be registered for the shares come into his hands.

Court Disposition

appeal allowed

Orders

  • Order of the Supreme Court of Victoria discharged.
  • Order that the register of members of W. & G. Dean Proprietary Limited be rectified by inserting the name of the appellant as the holder of 4,500 fully paid ordinary shares.