Trade Practices Commission v Australian Meat Holdings Pty Ltd & Ors [1988] FCA 477

Trade Practices Commission v Australian Meat Holdings Pty Ltd & Ors [1988] FCA 477

The acquisition by Australia Meat Holdings Pty Limited of all issued shares in Thomas Borthwick & Sons (Australasia) Limited was found to contravene s.50(1)(a) of the Trade Practices Act 1974 as it substantially lessened competition. Appropriate remedy requires the disposal of specified abattoirs to suitable purchasers, with preference for the disposal of the Mackay abattoir or, alternatively, four other abattoirs in aggregate. The Court required that the First Respondent use best endeavours to dispose of the shares and/or assets within a set timeframe or the matter would be re-listed for further directions. Costs were apportioned according to the relative success and conduct of the parties.

Parties
Applicant: Trade Practices Commission; First Respondent: Australia Meat Holdings Pty Limited; Second Respondent: Thomas Borthwick & Sons (Pacific Holdings) Limited; Third Respondent: Borthwicks PLC; Fourth Respondent: Thomas Borthwick & Sons (UK) Limited
Jurisdiction
Australia
Judgment Date
12 August 1988
Procedural Posture
Civil / Supplementary Reasons and Final Orders
Outcome
Declaration of contravention; final orders for disposal of shares/assets, and orders as to costs.
Legal Topics
Acquisition of Shares, Anti Competitive Conduct, Divestiture, Remedies, Undertakings, Costs
Trade Practices Competition Law Acquisition of Shares Anti Competitive Conduct Divestiture Remedies Undertakings Costs

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Parties

Trade Practices Commission

Applicant

Australia Meat Holdings Pty Limited

First Respondent

Thomas Borthwick & Sons (Pacific Holdings) Limited

Second Respondent

Borthwicks PLC

Third Respondent

Thomas Borthwick & Sons (UK) Limited

Fourth Respondent

Procedural Posture

Civil / Supplementary Reasons and Final Orders

Legal Issues

  1. 1 Whether the acquisition by the First Respondent of all shares in a competitor company contravened s.50(1)(a) of the Trade Practices Act 1974
  2. 2 What is the appropriate remedy for the contravention (whether divestiture or acceptance of an undertaking)
  3. 3 Appropriate orders as to costs

Ratio Decidendi

The acquisition by Australia Meat Holdings Pty Limited of all issued shares in Thomas Borthwick & Sons (Australasia) Limited was found to contravene s.50(1)(a) of the Trade Practices Act 1974 as it substantially lessened competition. Appropriate remedy requires the disposal of specified abattoirs to suitable purchasers, with preference for the disposal of the Mackay abattoir or, alternatively, four other abattoirs in aggregate. The Court required that the First Respondent use best endeavours to dispose of the shares and/or assets within a set timeframe or the matter would be re-listed for further directions. Costs were apportioned according to the relative success and conduct of the parties.

Court Disposition

Declaration of contravention; final orders for disposal of shares/assets, and orders as to costs.

Orders

  • Declared that the acquisition of all issued shares in Thomas Borthwick & Sons (Australasia) Limited by the First Respondent contravenes s.50(1)(a) of the Trade Practices Act 1974.
  • Ordered the First Respondent to use best endeavours to dispose of all such shares within specified periods, failing which the matter to be relisted for directions under s.81(1).