In the matter of New South Wales Leagues' Club Limited [2014] NSWSC 1610

Supreme Court New South Wales

Medium Neutral Citation: In the matter of New South Wales Leagues' Club Limited [2014] NSWSC 1610 Hearing dates: Thursday, 28 August 2014 Decision date: 14 November 2014 Jurisdiction: Equity Division - Corporations List Before: Brereton J Decision: Plaintiffs are entitled to declarations to the effect that: (1) the persons qualified to be "B" class members of the Club are the individuals who are entitled to participate in the general meeting of the League, being the Members' Representatives and the Life Members referred to in the 2013 constitution of the League; (2) the determination (referred to in clause 8 of the Club's Memorandum of Association) by the members of the Club as to the transferee of surplus property of the Club on winding up or dissolution is one to be made by resolution of the members eligible to vote, assembled in general meeting; (3) only the B members of the Club are entitled to vote on such a resolution; (4) the referendum conducted by the Club pursuant to Notice dated 23 July 2014 is not a determination for the purposes of clause 8 of the Club's Memorandum of Association. Application for winding up of defendant on just and equitable ground refused. Plaintiffs to bring in short minutes to give effect to judgment. Catchwords: CORPORATIONS - constitution and replaceable rules - memorandum and articles of association - construction

CORPORATIONS - winding up - other grounds for winding up - just and equitable ground - alleged failure to comply with constitutional and statutory obligations - alleged failure of substratum - where plaintiffs comprise special majority of those entitled to vote on resolution to wind up - whether internal process of special resolution should be bypassed Legislation Cited: (CTH) Corporations Act 2001, s 249A, s 249D, s 249H, s 249L, s 249N, s 249O, s 461, s 491 (NSW) Registered Clubs Act 1976, s 41J (UK) Companies Act 1862, s 79 Cases Cited: Angostura Bitters Ltd v Kerr [1933] AC 550 In the matter of Austinmer Bowling Club Ltd (in liq); Russell v Rodden [2008] NSWSC 730 Re Buck [1964] VR 284 Re Giga Investments Pty Ltd (in admin) (1995) 58 FCR 106; 17 ACSR 472 Gregor v British-Israel-World Federation (2002) 41 ACSR 641 Khano v XL Cleaning Services Pty Ltd (2004) 51 ACSR 397 Kurilpa Protestant Hall Pty Ltd [1946] St R Qd 170 In re Langham Skating Rink Company (1877) 5 Ch D 669 Loch v John Blackwood Ltd [1924] AC 783 Lion Nathan Australia Pty Ltd v Coopers Brewery (2006) 156 FCR 1; 236 ALR 561; 59 ACSR 444 London Financial Assn v Kelk (1884) 26 Ch D 107 McMillan v Toledo Enterprises International Pty Ltd (1995) 18 ACSR 603 Re Surrey Garden Village Trust Ltd; Re Addington Smallholders Ltd [1964] 3 All ER 962 Thomas v Mackay Investments Pty Ltd (1996) 22 ACSR 294 Re Tivoli Freeholds Ltd [1972] VR 445 Re Wedgwood Coal and Iron Co (1877) 7 Ch D 75 Category: Principal judgment Parties: New South Wales Rugby League Limited (first plaintiff) Denis Fitzgerald (second plaintiff) John Chalk (third plaintiff) David Trodden (fourth plaintiff) Ray Dib (fifth plaintiff) Arthur Coorey (sixth plaintiff) Yvonne Purtell (seventh plaintiff) Steve Edge (eight plaintiff) Nicholas Politis (ninth plaintiff) Leslie Glen (tenth plaintiff) Brian Canavan (eleventh plaintiff) Robert Millward OAM (twelfth plaintiff) William Johnstone (thirteenth plaintiff) Deborah Jane Healey (fourteenth plaintiff) Geoff Gerard (fifteenth plaintiff) George Peponis OAM (sixteenth plaintiff) Keith Barnes AM (seventeenth plaintiff) Bob McCarthy MBE (eighteenth plaintiff) Peter Corcoran OAM (nineteenth plaintiff) John Raper MBE (twentieth plaintiff) Keith Aggett (twenty-first plaintiff) Fred Thompson (twenty-second plaintiff) Ronald Joseph Coote AM (twenty-third plaintiff) Barry Clyde Nelson OAM (twenty-fourth plaintiff) Ron Massey (twenty-fifth plaintiff) Bob Fulton AM (twenty-sixth plaintiff) Mick Falla (twenty-seventh plaintiff) Phil Moss (twenty-eighth plaintiff) Paul Broughton (twenty-ninth plaintiff) Greg Florimo (thirtieth plaintiff) Ken Arthurson AM (thirty-first plaintiff) Michael Arthur Cleary AO (thirty-second plaintiff) George Leslie Piggins (thirty-third plaintiff) Damian Keogh (thirty-fourth plaintiff) Scott Penn (thirty-fifth plaintiff) John Quayle (thirty-sixth plaintiff) Peter Mulholland (thirty-seventh plaintiff) Barry Vining (thirty-eighth plaintiff) Ron Bottle (thirty-ninth plaintiff) Don Feltis OAM (fortieth plaintiff) Darrel M Bampton OAM (forty-first plaintiff) Robert Abbott AM (forty-second plaintiff) Stephen Anthony Reeves (forty-third plaintiff) Nicholas Pappas (forty-fourth plaintiff) Tom Ebsworth (forty-fifth plaintiff) John Hayes (forty-sixth plaintiff) Bruce Wallace (forty-seventh plaintiff) Steve Sharp (forty-eighth plaintiff) Dick Prior (forty-ninth plaintiff) Terry Quinn (fiftieth plaintiff) Frank Leonard (fifty-first plaintiff) New South Wales Leagues' Club Limited (defendants) Representation: Counsel: C R C Newlinds SC w J Hutton (plaintiffs) I M Jackman SC w D Klineberg and J Willis (defendants) Solicitors: Ashurst (plaintiffs) W.G. McNally Jones Staff (defendants) File Number(s): 2014/224168