Colonial Sugar Refining Co Ltd v Dilley [1967] HCA 34

Colonial Sugar Refining Co Ltd v Dilley [1967] HCA 34

Sections 184 and 185 of the Companies Act, 1961 N.S.W. are framed for a take-over offer made by one company only and cannot be transformed by s. 21 (b) of the Interpretation Act of 1897 N.S.W. to apply to a joint take-over offer by two companies. The purported joint offer by B.M.I. and C.S.R. therefore did not fall within those provisions, and the argument supporting the appeals failed.

Jurisdiction
Australia
Procedural Posture
Appeals and Applications for Special Leave to Appeal / High Court of Australia; Appeals and Applications for Special Leave From Proceedings Concerning Rectification of a Company Register and Declarations About a Take Over Offer
Outcome
Appeals dismissed with costs. Applications for special leave dismissed with costs.
Legal Topics
['take Over Offers' 'joint Take Over Offers' 'compulsory Acquisition of Shares' 'rectification of Register of Members' 'singular and Plural Statutory Construction']
['corporations Law' 'statutory Interpretation'] ['take Over Offers' 'joint Take Over Offers' 'compulsory Acquisition of Shares' 'rectification of Register of Members' 'singular and Plural Statutory Construction']

Case Brief

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Procedural Posture

Appeals and Applications for Special Leave to Appeal / High Court of Australia; Appeals and Applications for Special Leave From Proceedings Concerning Rectification of a Company Register and Declarations About a Take Over Offer

Legal Issues

  1. 1 ['Whether ss. 184 or 185 of the Companies Act, 1961 N.S.W. apply to a take-over offer made by two companies jointly.' 'Whether s. 21 (b) of the Interpretation Act of 1897 N.S.W. permits expressions such as "Offeree corporation" and "transferee company" to be read in the plural so as to validate a joint take-over offer.' "Whether B.M.I. and C.S.R. acquired Dilley's 17,142 stock units under the purported joint take-over."]

Ratio Decidendi

Sections 184 and 185 of the Companies Act, 1961 N.S.W. are framed for a take-over offer made by one company only and cannot be transformed by s. 21 (b) of the Interpretation Act of 1897 N.S.W. to apply to a joint take-over offer by two companies. The purported joint offer by B.M.I. and C.S.R. therefore did not fall within those provisions, and the argument supporting the appeals failed.

Court Disposition

Appeals dismissed with costs. Applications for special leave dismissed with costs.

Orders

  • ['Appeals dismissed with costs.' 'Applications for special leave dismissed with costs.']