Winspear v Mackinnon [2007] FCA 2077

Winspear v Mackinnon [2007] FCA 2077

The plaintiff is entitled to be registered as a member and beneficial owner of shares in Rocklands Pty Ltd and Dalness Pty Ltd; no binding agreement to relinquish shares was entered into in 2001, only agreement to negotiate. The conduct of not registering plaintiff’s shareholding was oppressive. Nunc pro tunc order is appropriate to retrospectively recognise her membership.

Jurisdiction
Australia
Judgment Date
24 December 2007
Procedural Posture
Corporations – Member’s Remedies / Judgment on Application and Cross Claim
Outcome
Plaintiff entitled to be registered as member; defendants’ cross-claim dismissed; costs awarded to plaintiff.
Legal Topics
['correction of Company Register' 'oppressive Conduct of Affairs' 'member’s Remedies' 'share Ownership and Entitlement' 'nunc Pro Tunc Order' 'estoppel']
['corporations Law' 'equity'] ['correction of Company Register' 'oppressive Conduct of Affairs' 'member’s Remedies' 'share Ownership and Entitlement' 'nunc Pro Tunc Order' 'estoppel']

Case Brief

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Procedural Posture

Corporations – Member’s Remedies / Judgment on Application and Cross Claim

Legal Issues

  1. 1 ['Whether plaintiff entitled to be registered as member of company' 'Whether plaintiff a member for purposes of oppression suit' 'Whether plaintiff engaged in disentitling conduct or agreed to relinquish interest in shares']

Ratio Decidendi

The plaintiff is entitled to be registered as a member and beneficial owner of shares in Rocklands Pty Ltd and Dalness Pty Ltd; no binding agreement to relinquish shares was entered into in 2001, only agreement to negotiate. The conduct of not registering plaintiff’s shareholding was oppressive. Nunc pro tunc order is appropriate to retrospectively recognise her membership.

Court Disposition

Plaintiff entitled to be registered as member; defendants’ cross-claim dismissed; costs awarded to plaintiff.

Orders

  • ['Dalness Pty Ltd to correct register to record plaintiff as member and beneficial holder of 22,625 ordinary shares and joint beneficial owner with Neil of 1 ordinary share; Neil and Deidre to lodge notice of correction with ASIC.' 'Rocklands Pty Ltd to correct register to record plaintiff as member and beneficial...