Manning River Co-Operative Dairy Company Limited v Shoesmith [1915] HCA 32

Cons

[Leaver v Taxi Combined Services 2005} 10 SR 302 714 HIGH COURT 915. (HIGH COURT OF AUSTRALIA.] THE MANNING RIVER CO-OPERATIVE ah Pe PPELLANTS } DAIRY COMPANY LIMITED s bee AND SHOESMITH AND ANOTHER . . . RESPONDENTS. ON APPEAL FROM THE SUPREME COURT OF NEW SOUTH WALES, H.C. or A. Company—Shares—T'ransfer—Refusal of registration—Discretion of directors— 1916. Increase of voting power—Transfer to a trustee for tranyferor—Articles of wee) association—Companies Act 1899 (N.S, W.) (No. 40 of 1899), secs. 232, 235, ae Piet By the articles of association of a company incorporated in New South

22, Wales it was provided that shareholders should be entitled to vote according — to the number of shares held by them as follows: holders of 1 share to 10 ae shares 1 vote, holders of 11 to 25 shares 2 votes, holders of 26 to 50 shares Rich JJ. 3 votes, holders of over 50 shares 4 votes, It was also provided that shares

should be transferred only at the discretion of the directors,

Held, that the directors might properly, in the exercise of their discretion, refuse to register a transfer of a share where the whole beneficial interest in the share was retained by the transferor and the transfer was made for the purpose of increasing the voting power of the transferor,

Decision of the Supreme Court of New South Wales (Simpson C.J. in Eq.): In re Manning River Co-operative Dairy Co. Ltd., 14 8.R. (N.S.W.), 344, reversed.

AppraL from the Supreme Court of New South Wales.

The Manning River Co-operative Dairy Co. Ltd, was a com- pany incorporated in 1892 under the Companies Act 1874. Among the articles of association were the following :—

"9, Shares in the Company shall be transferred only at the discretion of the directors and in the following form :—

19 C.L.R.] OF AUSTRALIA.

pre of in consideration of the sum of pounds paid to me by of do hereby transfer to the said the share numbered