BHAGAT V. ROYAL & SUN ALLIANCE LIFE ASSURANCE AUSTRALIA LIMITED & ORS. [2000] NSWSC 20

Reported Decision : [2000] 33 ACSR 472

New South Wales Supreme Court

CITATION : BHAGAT V. ROYAL & SUN ALLIANCE LIFE ASSURANCE AUSTRALIA LIMITED & ORS. [2000] NSWSC 20 CURRENT JURISDICTION: Equity Division FILE NUMBER(S) : SC 3018/99 HEARING DATE(S) : 03/12/99 JUDGMENT DATE : 15 February 2000

Hari Bhagat - Plaintiff Royal & Sun Alliance Life Assurance Australia Ltd. - 1st Defendant PARTIES : Duncan Boyle - 2nd Defendant Tyndall Australia Limited - 3rd Defendant Michael Wilkins - 4th Defendant JUDGMENT OF : Hodgson CJinEq at 1

Plaintiff in person COUNSEL : Mr. S. Robb QC for 1st and 2nd defendants Mr. A. Bell for 3rd and 4th defendants The plaintiff acted for himself SOLICITORS : Middletons Moore & Bevins, Sydney for 1st & 2nd defendants Mallesons Stephen Jaques, Sydney for 3rd & 4th defendants CATCHWORDS : Corporations - Takeovers - Obligations of offeror - Claim for injunction or damages by offeree on the basis of alleged misrepresentations. - Practice - Summary disposal - Defendants' application granted. LEGISLATION CITED : Corporations Law ss.701, 704, 705, 750. DECISION : See p.20 of judgment

IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION

CORAM: HODGSON, CJ in Eq.

Tuesday 15th February 2000

NO. 3018 OF 1999 BHAGAT V. ROYAL & SUN ALLIANCE LIFE ASSURANCE AUSTRALIA LIMITED & ANOR.

JUDGMENT

1 In February 1999, the first defendant RSA made a takeover offer in respect of shares in the third defendant TA. By 26th May 1999, pursuant to that takeover offer, RSA had purportedly become entitled to 260,686,620 of the 263,356,745 issued shares in TA. Out of the remaining 2,670,125 shares, 220 were owned by the plaintiff Mr. Bhagat. 2 By his summons in these proceedings, filed on 6th July 1999, against RSA, the second defendant Duncan Boyle (the Managing Director of RSA), TA, and the fourth defendant Michael Wilkins (the Managing Director of TA), Mr. Bhagat sought certain declarations, and an order that RSA not acquire his shares in TA until the occurrence of certain specified events. 3 However, no interlocutory injunction was sought, and on 23rd July 1999 RSA purported to compulsorily acquire, pursuant to s.701 of the Corporations Law, the outstanding 2,670,125 shares, including the 220 shares previously owned by Mr. Bhagat. For those 220 shares, RSA paid to TA, to hold on behalf of Mr. Bhagat, a total of $616.00, that is, $2.80 per share. 4 I am dealing with four Notices of Motion. 5 First, a Notice of Motion dated 22nd September 1999 by the first and second defendants, seeking summary dismissal of the proceedings against them, and certain other orders in the alternative. Then, there are three Notices of Motion brought by Mr. Bhagat: one filed 2nd August 1999, seeking orders setting aside the compulsory acquisition until the hearing of the case; one filed 13th October 1999, seeking the same orders and also dismissal of the first and second defendants' Notice of Motion; and one filed 5th November 1999, seeking orders requiring RSA to disclose Mr. Bhagat's claims whenever it should seek any benefit arising from the consolidation of accounts made possible by 100% ownership of TA.