Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Toal v Aquarius Platinum Limited [2004] FCA 550
CORPORATIONS – Scheme of Arrangement – merger – acquisition of shares in target company by acquiring company – shares in acquiring company to be issued one for one to shareholders in target company – ancillary Implementation Agreement and Deed Poll for benefit of shareholders – certain shareholders wrongly excluded from issue of shares in acquiring company – proceeds of sale of such shares tendered in lieu – action for specific performance and damages – specific performance and damages awarded
REMEDIES – specific performance – issue of shares in acquiring company under Implementation Agreement and Deed Poll ancillary to Scheme of Arrangement – whether damages adequate remedy – discretionary considerations – public interest in precise performance of obligations supporting approval of Scheme of Arrangement
Corporations Act 2001 (Cth) s 175, s 1337B
Jurisdiction of Courts (Cross-Vesting) Act 1987 (Cth)
Federal Court of Australia Act 1976 (Cth) s 48
Property Law Act 1969 (WA) s 11(2)
Australian Securities Commission v Marlborough Mine Gold (1993) 177 CLR 485 cited
Re Garner's Motors Ltd [1937] 1 Ch 594 cited
Re Terri Co Pty Ltd [1987] 12 ACLR 457 cited
Caratti v Hillman (1973) CLC 40-071 cited
Re Australian Consolidated Press (1994) 14 ACSR 639 cited
Re Advance Bank Australia Ltd (1996) 22 ACSR 476 cited
Dougan v Ley (1946) 71 CLR 142 cited
Post v Marsh [1880] 16 Ch 395 cited
Wroth v Tyler [1974] Ch 30
Miller v Jackson [1977] 1 QB 966 cited
Patrick Stevedores Operations No 2 Pty Ltd v Maritime Union of Australia and Others (1998) 195 CLR 1 cited
Meagher, Gummow and Lehane, Equity Doctrines and Remedies, 4th Edition (Butterworths 2002)
Dr Spry's Equitable Remedies, 5th Edition (1997) at 402-403 MICHAEL TOAL and GARY TOAL v AQUARIUS PLATINUM LIMITED (formerly 'Strategic Platinum Mines Limited') ARBN 087 577 893 and AQUARIUS PLATINUM (AUSTRALIA) LIMITED (formerly 'Aquarius Exploration NL' and 'Aquarius Platinum NL') N3057 of 2002 FRENCH J 4MAY 2004 SYDNEY (Heard in Perth)
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