Superior Resources Limited, in the matter of Superior Resources Limited [2020] FCA 635

Superior Resources Limited, in the matter of Superior Resources Limited [2020] FCA 635

The failure to lodge an effective cleansing notice was the result of honest mistake; no substantial injustice will result from granting relief. It is just and equitable to validate share sales and relieve sellers from civil liability. The requirements of s 1322(6) are satisfied.

Parties
Plaintiff: Superior Resources Limited
Jurisdiction
Australia
Judgment Date
19 May 2020
Procedural Posture
Corporations Application for Declaratory Relief / First Instance
Outcome
Declaratory and remedial relief granted; orders made as sought by plaintiff.
Legal Topics
Cleansing Notice, Declaratory Relief, Share Sales, Civil Liability Relief, Omission to Lodge Notice
Corporations Law Cleansing Notice Declaratory Relief Share Sales Civil Liability Relief Omission to Lodge Notice

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Parties

Superior Resources Limited

Plaintiff

Procedural Posture

Corporations Application for Declaratory Relief / First Instance

Legal Issues

  1. 1 Whether relief should be granted under s 1322 of the Corporations Act 2001 (Cth) for failure to effectively lodge a cleansing notice under s 708A
  2. 2 Whether sales and offers for sale of shares are invalid due to contravention of s 707(3) or s 727(1)
  3. 3 Whether civil liability should be relieved for persons offering/selling affected shares

Ratio Decidendi

The failure to lodge an effective cleansing notice was the result of honest mistake; no substantial injustice will result from granting relief. It is just and equitable to validate share sales and relieve sellers from civil liability. The requirements of s 1322(6) are satisfied.

Court Disposition

Declaratory and remedial relief granted; orders made as sought by plaintiff.

Orders

  • Declaration that offers for sale and sales of 57,375,000 fully paid ordinary shares issued on 15 August 2019 are not invalid by reason of contravention of s 707(3) or s 727(1) of the Corporations Act 2001 (Cth).
  • Relief from civil liability for any person offering to sell or selling the shares in relation to such contravention.