Haines v Altarcoo Pastoral [2009] NSWSC 214

New South Wales Supreme Court

CITATION : Haines v Altarcoo Pastoral [2009] NSWSC 214

HEARING DATE(S) : 16 March 2009

JUDGMENT DATE : 16 March 2009

JURISDICTION : Equity

JUDGMENT OF : White J

EX TEMPORE JUDGMENT DATE : 16 March 2009

DECISION : Refer to para 38 of judgment.

CATCHWORDS : CORPORATIONS - management and administration - inspection of or access to financial records, registers, documents and other information of company – order sought under s 247 of the Corporations Act 2001 (Cth) – application made in good faith and for proper purposes – order for inspection made – no question of principle

LEGISLATION CITED : Corporations Act 2001 (Cth)

CATEGORY : Procedural and other rulings

CASES CITED : Re Augold NL [1987] 2 Qd R 297

Gwendoline Haines by her tutor Protective Commissioner of New South Wales & 1 Or PARTIES : v Altarcoo Pastoral Company Pty Limited

FILE NUMBER(S) : SC 5048/08

COUNSEL : Plaintiffs: A J McInerney Defendant: M Foley (solicitor)

SOLICITORS : Plaintiffs: Lee & Lyons Lawyers Defendant: Foleys Solicitors

IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION CORPORATIONS LIST

WHITE J

Monday, 16 March 2009

5048/08 Gwendoline Haines by her tutor Protective Commissioner of New South Wales & 1 Or v Altarcoo Pastoral Company Pty Limited JUDGMENT 1 HIS HONOUR: The plaintiff is a member of the defendant. She holds 41 of 201 issued A Class shares and 120 of 4,120 issued B Class shares. The remaining shares are held by different members of the plaintiff's family. 2 On 4 October 2001, the Guardianship Tribunal ordered that the management of the plaintiff's affairs be committed to the Protective Commissioner. The Protective Commissioner was also appointed manager of the affairs of Mr Keith Haines, another shareholder. He died on 9 December 2008. 3 In this application, the plaintiff, by her tutor, the Protective Commissioner, seeks orders under s 247A of the Corporations Act 2001 (Cth) for inspection of certain books of the defendant. The director of the defendant is Mr Glenn Haines. He is the plaintiff's son. The defendant owns land at Luskintyre near Maitland. It appears that the property has been worked as a diary farm by Mr Haines. On 20 September 2007, Mr Christopher Zucker of Lee & Lyons Lawyers, acting on the instructions of the Protective Commissioner, wrote to the manager of the defendant in relation to its affairs. He stated that he had been instructed to investigate the affairs of the defendant and noted that both the plaintiff and Mr Keith Haines owned shares in the company. He said that he was instructed that no dividends had been paid for many years and that questions had arisen, particularly in recent years, as to management. He stated that: " There appears to be at least a suggestion that one or more of the current directors have preferred his interests and those of his family company to the interests of Altarcoo and its other shareholders ."