Shelton v National Roads and Motorists Association Ltd [2004] FCA 1393

FEDERAL COURT OF AUSTRALIA

Shelton v National Roads and Motorists Association Ltd [2004] FCA 1393 PRACTICE AND PROCEDURE - Pleadings - Application to strike out Amended Statement of Claim and Amended Application - Pleadings allegedly disclosing no reasonable cause of action - Pleadings allegedly having tendency to cause prejudice, embarrassment or delay - Proceedings allegedly frivolous or vexatious - Purpose of pleadings and particulars generally - Basic requirements for and principles of pleadings - Embarrassing pleadings - the General Steel test for striking out a pleading that discloses no cause of action - Repetition - Imprecise language - Pleadings extraneous allegations - Pleading conclusions without indicating material facts relied upon - Deficient in the extreme - Pleadings struck out entirely - Federal Court Rules O 11 r 16, O 20 r 2 CORPORATIONS LAW - Management and administration - Annual and Special General Meetings convened to pass resolutions to amend the constitution of the NRMA and to remove certain directors - Declaratory relief sought - Declaratory relief must be linked to a specific right or obligation - No basis for declaratory relief - Procedural irregularity - Insufficient information in Amended Statement of Claim to determine whether irregularities are procedural irregularities that could otherwise be cured under the Corporations Act - Broad discretion of the Court - Courts will be reluctant to intrude on internal administration policies without proper, logical and specific pleadings - Corporations Act 2001 (Cth) ss 203D, 1322 CORPORATIONS LAW - Oppression of members - Conduct of NRMA allegedly contrary to the interests of the members as a whole - Conduct to be assessed in totality - Question of fact and degree - Objective test for unfairness - Onus on applicant to establish conduct is contrary to the interests of the members as a whole, or oppressive, unfairly prejudicial or discriminatory - Mere disadvantage of being in the minority does not constitute oppression - Grounds set out in ss 232(d) and (e) of the Corporations Act constitute separate bases for the Court's intervention - Pleading should delineate the basis upon which s 232 of the Corporations Act is relied upon - Corporations Act 2001 (Cth) ss 232, 233 Bartlett v Swan Television & Radio Broadcasters Pty Limited (1995) ATPR 41-434 referred to. General Steel Industries Inc v Commissioner for Railways (NSW) (1964) 112 CLR 125 cited Dare v Pulham (1982) 148 CLR 658 discussed Thorpe v Holdsworth (1876) 3 Ch D 637 discussed Wayde v NSW Rugby League Limited (1985) 180 CLR 459 cited Morgan v 45 Flers Avenue Pty Limited (1987) 11 NSWLR 573 cited John J Starr (Real Estate) Pty Limited v Andrew (Australasia) Pty Limited (1991) 6 ACSR 63 cited Weatherall v Satellite Receiving Systems (Australia) Pty Limited (1999) 92 FCR 873 cited Turnbull v National Roads and Motorists Association Ltd (2004) 50 ACSR 44 discussed Fexuto Pty Limited v Bosnjak Holdings Pty Limited (2001) 37 ACSR 672 discussed TIMOTHY JOHN SHELTON v NATIONAL ROADS AND MOTORISTS ASSOCIATION LIMITED AND ORS N35 OF 2004 TAMBERLIN J SYDNEY 29 OCTOBER 2004