ASSOCIATED WORLD INVESTMENTS PTY LIMITED v ARISTOCRAT LEISURE LIMITED [1999] NSWCA 106

New South Wales Court of Appeal CITATION : ASSOCIATED WORLD INVESTMENTS PTY LIMITED v ARISTOCRAT LEISURE LIMITED [1999] NSWCA 106 FILE NUMBER(S) : CA 40003/98 HEARING DATE(S) : 31 March 1999 JUDGMENT DATE : 2 July 1999

PARTIES : Associated World Investments Pty Limited - A Aristocrat Leisure Limited - R JUDGMENT OF : Sheller JA at 1; Beazley JA at 34; Fitzgerald JA at 35

LOWER COURT JURISDICTION : Supreme Court - Equity Division LOWER COURT FILE NUMBER(S) : 4072/97 LOWER COURT JUDICIAL OFFICER : Windeyer J

COUNSEL : R V Gyles QC/F G Lever/F Clarke - A T F Bathurst QC/F Kunc - R SOLICITORS : Barker Gosling - A Allen Allen & Hemsley - R CATCHWORDS : COMPANIES - disposal notice - whether validly made; PRACTICE & PROCEDURE - late filing of submissions - whether counsel should have costs of preparation of submissions Casino Control Act 1992 ACTS CITED : Registered Clubs Act 1976 Liquor Act 1982 CASES CITED: Whyte v Brosch (1998) 45 NSWLR 354 Lorbergs v State Transit Authority of NSW (unreported) 10 March 1999 DECISION : Appeal allowed

THE SUPREME COURT OF NEW SOUTH WALES COURT OF APPEAL CA 40003/98 ED 4072/96 SHELLER JA BEAZLEY JA FITZGERALD JA

ASSOCIATED WORLD INVESTMENTS PTY LIMITED v ARISTOCRAT LEISURE LIMITED

The respondent gave a written disposal notice to the appellant requiring the appellant to dispose of all the shares it held in the respondent within 90 days of the date of the notice. The notice was allegedly pursuant to article 8.10 of the Articles of Association of the respondent. The notice was accompanied by a letter stating that the NSW Casino Control Authority had advised a subsidiary of the respondent that the shareholdings of the appellant in the respondent were in breach of an undertaking given by the respondent and its subsidiary to the Authority. The terms of the undertaking were set out in a letter from the respondent to the Authority stating that neither the respondent or its subsidiary would allow "Mr Ainsworth to be "in anyway associated or connected with its ownership, administration or management of its operations or business." Mr Ainsworth was a director and secretary of the appellant.