Ryan v Edna May Junction Gold Mining Company [1916] HCA 37

Ryan v Edna May Junction Gold Mining Company [1916] HCA 37

As the notice convening the meeting did not specify the intention to postpone the vendor's shares in distribution under the proviso, the voluntary liquidation and asset distribution is to be on an ordinary, pro rata basis as per main part of art. 158. The resolution and its notice did not validly invoke the proviso.

Source-derived case information.

Parties
Appellant: Thomas Ryan; Respondent: Edna May Junction Gold Mining Company No Liability
Jurisdiction
Australia
Judgment Date
08 June 1916
Procedural Posture
Civil Appeal / On Appeal From the Supreme Court of South Australia
Outcome
appeal allowed
Legal Topics
Voluntary Liquidation, Distribution of Assets, Notice of Meetings, Articles of Association
Company Law Voluntary Liquidation Distribution of Assets Notice of Meetings Articles of Association

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Parties

Thomas Ryan

Appellant

Edna May Junction Gold Mining Company No Liability

Respondent

Procedural Posture

Civil Appeal / On Appeal From the Supreme Court of South Australia

Legal Issues

  1. 1 Whether the notice convening the meeting was sufficient to justify a resolution for voluntary liquidation under the proviso in the articles of association.
  2. 2 Whether the holders of vendor's shares are entitled to participate in surplus assets on a pro rata basis or are postponed until capital paid up on contributing shares is fully repaid.

Ratio Decidendi

As the notice convening the meeting did not specify the intention to postpone the vendor's shares in distribution under the proviso, the voluntary liquidation and asset distribution is to be on an ordinary, pro rata basis as per main part of art. 158. The resolution and its notice did not validly invoke the proviso.

Court Disposition

appeal allowed

Orders

  • Declaration that plaintiff and other holders of vendor's shares are entitled to participate pro rata as in claim (a) of par. 8 of the statement of claim.
  • Injunction restraining the company from proceeding with liquidation otherwise than in accordance with that declaration.