AUSTEN AND BUTTA LTD v SHELL AUSTRALIA LTD AND ANOR [1992] NSWCA 15

AUSTEN AND BUTTA LTD v SHELL AUSTRALIA LTD AND ANOR SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION

GLEESON CJ, CLARKE and HANDLEY JJA 28 April 1992, 28 April 1992

[1992] NSWCA 15

CORPORATIONS — PtA Statement — Alleged to be misleading — interlocutory injunction sought to restrain despatch.

Gleeson CJ This is an application for leave to appeal from a decision of Young J in the Equity Division of this Court refusing an application for an interlocutory injunction restraining the dispatch of a PtA statement from the first defendant to the shareholders of the plaintiff.

Complaint is made that the PtA statement is misleading in what it says and in what it fails to say about a joint venture project known as the Dartbrook project. The PtA statement, of course, is to be read as a whole. In particular CL16 of the PtA statement, which deals with the Dartbrook project, is to be read in the light of the contents of Appendix C, which summarises the effect of the Dartbrook joint venture agreement. Furthermore the circumstance that there have been negotiations concerning proposed changes to the joint venture arrangements is to be considered in the light of the contents of CL16.7 of the PtA statement.

I am quite unpersuaded that the PtA statement is misleading in the manner alleged or that there has been shown to be any sufficient reason to doubt the correctness of the decision of Young J to justify the granting of leave to appeal.

I would propose that the application for leave to appeal be dismissed with costs.

Clarke JA I agree.

Handley JA I agree.

GLEESON CJ: The order of the Court will be as I have proposed. (Mr Hughes sought the existing injunction be dissolved.) The Court orders that the existing injunction be dissolved.

Application for leave to appeal be dismissed with costs. The existing injunction be dissolved.