Goldsbrough Mort & Co Ltd v Hall [1949] HCA 2

High Court of Australia Latham C.J. Rich, Starke, Dixon and McTiernan JJ. Goldsbrough Mort & Co Ltd v Hall [1949] HCA 2

ORDER Appeal dismissed with costs.

Cur. adv. vult.

The following written judgments were delivered:—

1949, Feb. 22 Latham C.J.

The respondents to this appeal are the trustees under a deed of trust made on 15th March 1939 for the holders of debenture stock issued by the appellant company, Goldsbrough Mort and Company Limited. The company took out an originating summons in the Supreme Court of Victoria asking for a decision upon a number of questions, the most important of which inquired as to the currency according to which payments of the amount expressed to be payable to the trustees should be made in order to discharge the obligations in respect of the debenture stocks—first in the case of stock upon the London register at the date of redemption, the registered holders of which were then resident in Australia; and secondly, in the case of stock upon the Melbourne register, the holders of which were, at the date of redemption, resident in—"(a) The United Kingdom (b) Australia (c) Another country in which the pound is the unit of account (d) A country in which the pound is not the unit of account."

There were two classes of stock—A four per cent and B five per cent. The conditions of the debentures were the same in the case of each class, except that the A stock had priority over the B stock. The certificate of debenture stock in the case of A stock was in the following form:—

GOLDSBROUGH MORT AND COMPANY LIMITED

(Incorporated under the Companies Acts of the State of Victoria, Australia.)

CAPITAL £2,400,000

DIVIDED INTO 2,400,000 SHARES OF £1 EACH

FOUR PER CENT. "A" DEBENTURE STOCK.

This is to certify that________________of________________is the holder of £________of the above mentioned Stock. The holders of the said Stock are entitled (pari passu and rateably as between themselves and in priority to the holders of the Company's "B" Debenture Stock) to the benefit of the security created by and are subject to the provisions contained in a Trust Deed dated the 20th day of December 1893 and made between the Company of the one part and Marlborough Robert Pryor George Dunlop and Finlay Campbell of the other part and five Deeds supplemental thereto dated respectively the 12th day of December 1895 the 21st day of October 1901 the 12th day of October 1910 the 27th day of August 1912 and the 5th day of January 1923 as modified by a consolidating Supplemental Trust Deed dated the 15th day of March 1939 and made between the Company of the one part and Harold Wesley Hall and Gordon Leroy Burnham of the other part constituting and securing the said "A" and "B" Debenture Stocks. The said "A" Debenture Stock (hereinafter and in the Conditions endorsed hereon called "the Stock") is also held subject to the conditions endorsed hereon. Interest is payable on the Stock half-yearly on the 1st day of January and the 1st day of July in every year.