United Rural Enterprises v Lopmand [2002] NSWSC 1178

New South Wales Supreme Court

CITATION : United Rural Enterprises v Lopmand [2002] NSWSC 1178 CURRENT JURISDICTION: Equity FILE NUMBER(S) : SC 4039/99 HEARING DATE(S) : 25/11/02-29/11/02, 2/12/02 JUDGMENT DATE : 12 December 2002

United Rural Enterprises Pty Limited (Plaintiff) PARTIES : Lopmand Pty Limited (First Defendant) Tracey John Lake (Second Defendant) JUDGMENT OF : Campbell J

COUNSEL : M Cashion SC; J White (Plaintiff) B DeBuse (Defendants) SOLICITORS : Kemp Strang (Plaintiff) McCooe Raves & Poole (Defendants) CATCHWORDS : CONTRACTS - factual findings re terms of particular contract - findings re construction of particular contract - factual findings relevant to whether rectification of contract should be granted - no question of principle - CONTRACTS - discharge and breach - difference between termination of contract following repudiation, and rescission of contract in equity - CORPORATIONS - oppression - whether oppression arises from corporation A becoming registered as holder of cross-claimant's share and in consequence excluding cross-claimant from participation in affairs of corporation, when corporation B entitled to become registered as holder of cross-claimant's share and exclude cross-claimant from participation in affairs of corporation - MORTGAGES - mortgage over share by deposit of share certificate - rights of mortgagee to enforce security - rights of mortgagee to receive reports and notices of meeting, and to vote - CORPORATIONS - right to receive reports and notices, and to vote, when share subject to mortgage by deposit of share certificate and mortgagee becomes registered - CORPORATIONS - order for inspection of records - rectification of register LEGISLATION CITED : Corporations Act 2001 (Cth) Supreme Court Act 1970 Codelfa Construction Pty Ltd v State Rail Authority of New South Wales (1982) 149 CLR 337 Deverges v Sandemen Clark & Co [1902] 1 Ch 579 Ghana Commercial Bank & Chandiram [1960] AC 732 Harold v Plenty [1901] 2 Ch 314 Heyman v Darwins Ltd [1942] AC 356 CASES CITED : Joachimson v Swiss Bank Corporation [1921] 3 KB 110 McDonald v Dennys Lascelles Ltd (1933) 48 CLR 457 Moschi v Lep Air Services Ltd [1973] AC 331 Musselwhite v C H Musselwhite & Son Ltd [1962] 1 Ch 964 Pukallus v Cameron (1982) 180 CLR 447 Siemens & Co Ltd v Burns [1918] 2 Ch 324 Stubbs v Slater [1910] 1 Ch 632 DECISION : Parties to bring in short minutes