Event and Time
Event Description
Cayenne Coal Pty Ltd (the plaintiff) filed a summons on 20 May 2022 seeking several orders in relation to "Restricted" or "Milestone" shares issued by Whitehaven Coal Ltd (the first defendant). These shares were to be vested in Cayenne as trustee for the Boardwalk Resources Trust. The case revolves around a mistaken transfer of shares, which led to various court considerations under the Trustee Act 1925 (NSW) and the Corporations Act 2001 (Cth).
Application and Claims
- Claim for Vesting Order: Cayenne sought an order under s 71 of the Trustee Act 1925 (NSW) to have the Restricted Shares vested in it as trustee for the BR Trust.
- Declaration of Entitlement: A declaration that Cayenne, as trustee of the BR Trust, is entitled to be registered as the holder of the Restricted Shares.
- Rectification of Share Register: An order pursuant to s 175(1) of the Corporations Act 2001 (Cth) for rectification of Whitehaven’s share register to reflect the claimed shareholding.
Judicial Decisions
1. Pok Hong Limited was joined as the fourth defendant in the proceedings. 2. No order as to costs for the motion of the fourth defendant dated 24 August 2022. 3. The proceedings were dismissed. 4. Plaintiff ordered to pay the defendants’ costs, subject to an application for variation of this order within 14 days.
Dispute Points and Legal Basis
Dispute Points
- Mistaken Transfer: Cayenne alleged a mistaken transfer of shares to Certane, arguing that the shares should rightly be vested in it.
- Necessity of Joinder: The defendants contended that Pok Hong was not a necessary party, while Cayenne insisted that the rights of Pok Hong might be directly affected by any orders made.
- Equity and Share Protection: The plaintiff argued that the alleged mistaken transfer gave it a proprietary equity that the court should protect, infringing on its rights under the Trustee and Corporations Acts.