Hooper and Harrison (Qld) Limited v Commissioner of Stamp Duties (Qld) [1924] HCA 25

318 HIGH COURT

[HIGH COURT OF AUSTRALIA.)

HOOPER & HARRISON (QUEENSLAND) } LIMITED . 3 d Fs . : 3

AND

COMMISSIONER OF STAMP DUTIES (QUEENSLAND) . }

ON APPEAL FROM THE SUPREME COURT OF QUEENSLAND.

H.C. or a, Stamp Duty (Q.)—" Conveyance on sale" —Company—Reconstruction and wa

winding up—Formation of new companies—Agreement for sale of

1924. ee of old company to new company for stated price—Price not payable in Eee, applicable towards payment for shares in new company—Construction—Dia June 19, 27, tramsactions—Stamp Acts 1894-1918 (Q.) (58 Viet. No. 8-9 Geo. Ve W sec. 49, Isaacs A.C Sec. 49 of the Stamp Acts 1894-1918 (Q.) provides that " For the ic Starke JJ. of this Act the expression 'conveyance on sale' includes every

upon the sale thereof, is transferred to or vested in a purchaser or person on his behalf or by his direction," &e.

'A company having for the purpose of reconstruction gone into li and a new company having been incorporated in Queensland, an was entered into between the old company and its liquidator and company, whereby it was agreed (1) that the old company should sell. new company should purchase the merchandise of the old company in conn with its business for £54,121 10s. ; (2) that the old company should £6,484 10s. to the new company; and (3) that in payment and sat of the sum mentioned in clause 1 and in consideration of the sum in clause 2 every member of the old company should, in respect of shares therein held by him, be entitled as of right to claim six sh new company with £1 credited as paid up on each share, and the new should allot the shares so claimed.

O.L.RJ OF AUSTRALIA.

Held, that clause 1 of the agreement was a " conveyance on sale" within the ambit of sec. 49, and that the transaction evidenced by clauses 2 and 3 was distinct from that evidenced by clause 1.