PRESIDENT FINANCE CORPORATION PTY LTD and ANOR v REID HOUSE PTY LTD [1991] NSWCA 225

PRESIDENT FINANCE CORPORATION PTY LTD and ANOR vy REID HOUSE PTY LTD

SUPREME COURT OF NEW SOUTH WALES COURT OF APPEAL

PRIESTLEY, MEAGHER JJA and WADDELL AJA 5, 6 November 1990, 26 March 1991 [1991] NSWCA 225

COMMERCIAL PREMISES IN CITY — shareholding in company entitles holders to be licensees of rooms in Reid House, King Street, Sydney — City Council order requires building of fire corridors-carrying out order takes away space from some shareholders proceedings to prevent company implementing order fail, but question of valuation of loss of space referred to Master basis of Master's assessment questioned on appeal — appeal fails.

FURTHER EVIDENCE — application to adduce further evidence on appeal — evidence in existence at time of first instance hearing — non availability at first instance not satisfactorily explained — not shown that it was likely to have affected result — application refused.

Priestley JA The first appellant in this appeal is President Finance Corporation Pty Ltd ("President"). The second appellant is Mr M Barclay. In 1984 they became shareholders in Reid House Pty Ltd, the respondent. The respondent owned Reid House, a commercial building at 75 King Street, Sydney. Article 9 of the respondent's Articles of Association entitled the holder of a group of shares in the respondent "to occupy the unit appurtenant to that group but only if he has first executed and delivered to the company a licence agreement in accordance with" the Articles. Space on the third floor was appurtenant to President's group of shares, and on the fourth to Mr Barclay's. Pursuant to their Article 9 entitlements President became licensee of Room 306 on the third floor, and Mr Barclay of Room 406 on the fourth floor.

On 24 October 1984 the Council of the City of Sydney by an order under s317D of the Local Government Act required the respondent to carry out works to improve fire safety. The respondent appealed to the Land and Environment Court against the order but on 23 October 1985 agreed to the appeal being dismissed. A number of shareholders in the company were dissatisfied with the respondent's decision to agree to the dismissal of the appeal and also with the way it intended to comply with the order. The method of compliance involved taking space to which some shareholders, including the appellants, were entitled.