Leadenhall Australia Ltd v Digicall Group Limited (formerly TTL Corporation Ltd) [1995] FCA 1000

CATCHWORDS CORPORATIONS - Miscellaneous Matters - options to subscribe for ordinary shares - options issued subject to terms and conditions - special resolution passed by company for purpose of reducing capital - applicant purporting to exercise options - proper construction of option contract - whether interpretation of option contract to be undertaken in light of ASX listing rules. PRACTICE - request by consent for order that a question be tried separately from any other question in the proceedings - facts not in dispute - answer might be determinative of proceedings - proper to make order. Corporations Law s 195 Federal Court Rules O 29 r 2 and r 4 Rocklea Spinning Mills Pty Ltd v Anti-Dumping Authority (1995) 129 ALR 401 Blurton and Others v Minister for Aboriginal Affairs (1991) 29 FCR 442 Forsayth Oil & Gas N.L. v Livia Pty Ltd (1985) 3 ACLC 44 Forsayth Oil & Gas N.L. v Livia Pty Ltd (1985) 3 ACLC 697 (P.C.) No SG 3188 of 1995 LEADENHALL AUSTRALIA LIMITED ACN 007 997 245 v DIGICALL GROUP LIMITED ACN 002 944 667 (formerly TTL CORPORATION LIMITED ACN 002 944 667) Branson J Adelaide 11 December 1995

IN THE FEDERAL COURT OF AUSTRALIA) ) SOUTH AUSTRALIA DISTRICT REGISTRY) No SG 3188 of 1995 ) GENERAL DIVISION ) BETWEEN: LEADENHALL AUSTRALIA LIMITED ACN 007 997 245 Applicant - and - DIGICALL GROUP LIMITED ACN 002 944 667 (formerly TTL CORPORATION LIMITED ACN 002 944 667) Respondent REASONS FOR JUDGMENT CORAM: Branson J PLACE: Adelaide DATE: 11 December 1995 By an application dated 6 October 1995 the applicant seeks:- "1. A declaration that Digicall Group Limited ("Digicall") has engaged in conduct constituting a contravention of the conditions of the options to acquire shares in Digicall. 2. An order for specific performance requiring Digicall to allot shares pursuant to the notice to exercise 541,250 options to subscribe for ordinary shares of 20 cents each to Leadenhall Australia Limited ("Leadenhall") pursuant to Option Certificate Number 3 for the amount of $108,250.00. 3. Damages for breach of contract. 4. Interest." The factual background to the application is not in dispute. It is outlined below.