Wenzel v Australian Stock Exchange Limited [2002] FCAFC 400

FEDERAL COURT OF AUSTRALIA

Wenzel v Australian Stock Exchange Limited [2002] FCAFC 400 CONTRACTS - offer and acceptance – invitation to treat – whether application for membership to Australian Stock Exchange (ASX) gave rise to "admission agreement" by ASX to process application in accordance with its Articles – whether unilateral contact – whether consideration for such agreement – whether implied term that application would be processed with reasonable promptness, in a bona fide manner and consistently with duty of fair dealing – application for membership deferred pending decision relating to demutualisation of ASX – pre-demutualisation members entitled to shares in demutualised ASX – deferred applicants admitted to membership with no entitlement to shares – whether applicants entitled to full membership and distribution of shares

Corporations Law ss 176, 233, 761, 769(2) and 777

Australian Woollen Mills Pty Ltd v The Commonwealth (1954) 92 CLR 424 at 456, 457 and 461 applied Toyota Motor Corporation Australia Ltd v Ken Morgan Motors Pty Ltd [1994] 2 VR 106 at 169 referred to Freeman v Cooke (1888) 2 Ex 654 at 663 referred to Hughes Aircraft Systems International v Airservices Australia (1997) 76 FCR 151 explained Service Station Association Ltd v Berg Bennett & Associates Pty Ltd (1993) 45 FCR 84 at 92-94 and 96-97 referred to Royal Botanic Gardens and Domain Trust v South Sydney City Council (2002) 186 ALR 289 at 301 referred to Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256 referred to Pratt Contractors Ltd v Palmerston North City Council [1995] 1 NZLR 469 referred to In re National Savings Bank Association; Hebb's Case (1867) LR 4 Eq 9 referred to In re Imperial Land Company of Marseilles (Harris' Case) (1872) LR 7 Ch App 587 referred to In re Florence Land and Public Works Company (Nicol's Case) (1885) 29 Ch D 421 at 426 referred to National Westminster Bank Plc v Inland Revenue Commissioners [1995] 1 AC 119 at 126 referred to Chillingworth v Esche [1924] 1 Ch 97 at 108, 112, 114 referred to George v Roach (1942) 67 CLR 253 referred to R in right of Ontario v Ron Engineering & Construction Eastern Ltd (1981) 119 DLR (3d) 267 referred to Calgary v Northern Construction Co Division of Morrison-Knudsen Co Inc [1986] 2 WWR 426 referred to Secured Income Real Estate (Australia) Ltd v St Martins Investment Pty Ltd (1979) 144 CLR 596 at 607-608 referred to United States Surgical Corporation v Hospital Products International Pty Ltd [1982] 2 NSWLR 766 at 799-800 referred to Bailey v New South Wales Medical Defence Union Ltd (1995) 184 CLR 399 at 411 referred to Re RAC Motoring Services Ltd [2000] 1 BCLC 307 referred to