Charles Marshall Pty Ltd v Grimsley [1956] HCA 28

High Court of Australia Dixon C.J. McTiernan, Williams, Fullagar and Taylor JJ. Charles Marshall Pty Ltd v Grimsley [1956] HCA 28

ORDER Appeal dismissed with costs.

Cur. adv. vult.

The Court delivered the following written judgment:—

June 15 Dixon C.J., McTiernan, Williams, Fullagar and Taylor JJ.

This is an appeal by the defendants from a judgment of the Supreme Court of Victoria given by Herring C.J. on 12th December 1955 whereby it was ordered that the share register of Charles Marshall Pty. Ltd. be rectified so as to reinstate thereon the name of each of the plaintiffs (the present respondents) as the holder of 6,960 shares in that company and that an account be taken of the dividends declared in respect of these shares since 1st July 1952 and the amounts thereby found to be due to each plaintiff be paid to such plaintiff.

The appellant company was incorporated in February 1924. It was formed to purchase from its founder, Charles Marshall (hereinafter called the donor), the engineering business he was then carrying on for £35,000 to be satisfied by the issue of 35,000 shares as fully paid. The donor decided to divide the whole of the 35,000 shares, except for 200 shares, into five parcels of 6,960 shares each and to direct the company to allot one of these parcels to himself and the other four parcels one each to his second wife, her daughter the defendant Isobel Mary Hawes, and the plaintiffs Mrs. Grimsley and Mrs. Graham, the two daughters of his first marriage, respectively. Of the parcel to be allotted to the donor 6,959 were called founder's shares and were to confer upon him whilst he was the holder but no longer the right at every meeting of the company to seven votes on each share held by him as against one vote on each of the ordinary shares in the company.