{"id":"westpac-and-bank-melbourne-challenge-bank-act-1996","name":"Westpac and Bank of Melbourne (Challenge Bank) Act 1996","slug":"westpac-and-bank-of-melbourne-challenge-bank-act-1996","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":173345,"registerId":"vic-westpac-and-bank-melbourne-challenge-bank-act-1996-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Westpac and Bank of Melbourne (Challenge Bank) Act 1996","content":"i\nVersion No. 003\nWestpac and Bank of Melbourne (Challenge\nBank) Act 1996\nNo. 26 of 1996\nVersion incorporating amendments as at 1 January 2010\nTABLE OF PROVISIONS\nSection Page\nPART 1—PRELIMINARY 2\n1 Purpose 2\n2 Commencement 2\n3 Definitions 3\n4 Act to bind Crown 7\n5 Territorial application of Act 7\nPART 2—VESTING OF UNDERTAKING OF CHALLENGE IN\nWESTPAC 8\nDivision 1—Vesting 8\n6 Vesting of undertaking 8\n7 Effect of contracts and instruments 8\n8 Transitional provisions 9\n9 Legal proceedings 11\n10 Amendment of Court documents where Westpac erroneously\nmade a party 13\n11 Evidence 13\n12 Construction of references 14\nDivision 2—Repealed 14\n13, 14 Repealed 14\nPART 3—VESTING OF TRANSFERRING UNDERTAKING IN\nBANK OF MELBOURNE 15\n15 Vesting of undertaking 15\n16 Effect of contracts and instruments 15\n17 Transitional provisions 16\n18 Transfer of Challenge Victorian staff to Bank of Melbourne 19\n19 Business name 19\n\nSection Page\nii\n20 Legal proceedings 20\n21 Amendment of Court documents where Bank of Melbourne\nerroneously made a party 21\n22 Evidence 22\n23 Construction of references 22\n24 Repeal of provisions consequential on operation of this Part 23\nPART 4—Repealed 23\n25–34 Repealed 23\nPART 5—GENERAL 24\n35 Payment of amount in lieu of State taxes and charges 24\n36 Consumer Credit (Victoria) Act 1995 25\n37 Effect of things done under this Act 26\n38 Service of documents 27\n39 Excluded assets 27\n40 Certificates may be issued 29\n41 Interests in land in the Register Book 29\n42 Action by Registrar of Titles or Registrar-General 29\n43 Certificates in relation to charges 30\n44 Other property 30\n45 Certificates conclusive 31\n46 Application of banking laws 32\n__________________\nSCHEDULE—Repealed 33\n═══════════════\nENDNOTES 34\n1. General Information 34\n2. Table of Amendments 35\n3. Explanatory Details 36\n\n1\nVersion No. 003\nWestpac and Bank of Melbourne (Challenge\nBank) Act 1996\nNo. 26 of 1996\nVersion incorporating amendments as at 1 January 2010\nPreamble 1\n(1) Challenge Bank Limited A.C.N. 009 230 433\n(\"Challenge\") is a company incorporated in\nWestern Australia and is a company within the\nmeaning of the Corporations Law and is a\ncompany limited by shares.\n(2) Westpac Banking Corporation A.R.B.N.\n007 457 141 (\"Westpac\") is a body corporate\nconstituted by an Act of the Parliament of New\nSouth Wales.\n(3) Westpac carries on the business of banking\nthroughout Australia and elsewhere in the world,\nand Challenge carries on the business of banking\nprincipally in Western Australia and Victoria but\nalso in other States and Territories of Australia.\n(4) On 21 December 1995 Westpac became the\nbeneficial owner of the whole of the issued share\ncapital of Challenge and since that date Challenge\nhas been a wholly owned subsidiary of Westpac.\n(5) Under the conditions imposed on the authority of\nChallenge to carry on banking business in\nAustralia Challenge is required to surrender that\nauthority.\n(6) Accordingly it is necessary and expedient to\ntransfer the banking business of Challenge to\nWestpac.\n(7) On 22 November 1995 consent was given\npursuant to section 63 of the Banking Act 1959 of\nthe Commonwealth to the amalgamation of the\nbanking business of Challenge with that of\nWestpac.\n\nPart 1—Preliminary\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n2\n(8) Westpac and Bank of Melbourne Limited A.C.N.\n007 270 448 (\"Bank of Melbourne\") have agreed\nthat part of the banking business of Challenge\nwill be vested in Bank of Melbourne.\n(9) On 23 May 1996 consent was given pursuant to\nsection 63 of the Banking Act 1959 of the\nCommonwealth to the acquisition by the Bank of\nMelbourne of part of the banking business of\nChallenge.\n(10) It is expedient to enact legislation to provide for\nthe vesting of the banking business of Challenge\nin Westpac and the vesting of part of that\nbusiness in Bank of Melbourne.\nThe Parliament of Victoria therefore enacts as follows:\nPART 1—PRELIMINARY\n1 Purpose\nThe purpose of this Act is—\n(a) to provide for the transfer to Westpac\nBanking Corporation of the banking business\nof Challenge Bank Limited;\n(b) to provide for the transfer to Bank of\nMelbourne Limited of part of that business\nand for other purposes.\n2 Commencement\n(1) Part 1 and section 35 come into operation on the\nday on which this Act receives the Royal Assent.\n(2) Division 1 of Part 2 and Part 5 (except section 36)\ncome into operation on a day to be proclaimed.\n(3) Division 2 of Part 2 comes into operation on a day\nto be proclaimed.\n(4) Part 3 comes into operation on a day to be\nproclaimed.\ns. 1\n\nPart 1—Preliminary\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n3\n* * * * *\n(6) Section 36 comes into operation on a day to be\nproclaimed.\n3 Definitions 2\nIn this Act—\nBank of Melbourne means Bank of Melbourne\nLimited A.C.N. 007 270 448;\nBank of Melbourne agreement means the sale\nand purchase agreement entered into before\nthe commencement time between Westpac\nand Bank of Melbourne relating to the\nacquisition by Bank of Melbourne from\nWestpac of part of the business and property\nof Challenge (however described);\nBank of Melbourne excluded asset means an\nasset that, under the Bank of Melbourne\nagreement, is an excluded asset;\nBank of Melbourne vesting time—\n(a) in Part 2, means—\n(i) the moment after the\ncommencement time, if Part 3 is\nin operation at that time; or\n(ii) if Part 3 is not in operation at that\ntime, the date of commencement\nof section 25;\n(b) in Part 3, means the moment after the\ncommencement time; and\n(c) in Part 4, means the date of\ncommencement of section 25;\nS. 2(5)\nrepealed by\nNo. 26/1996\ns. 24.\ns. 3\n\nPart 1—Preliminary\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n4\nChallenge means Challenge Bank Limited\nA.C.N. 009 230 433;\nChallenge employee\n(a) in Part 3, means a person employed by\nChallenge immediately before the\ncommencement time; and\n(b) in Part 4, means a person employed by\nChallenge in Victoria immediately\nbefore the Bank of Melbourne vesting\ntime within the meaning of that Part;\nChief Executive Officer, in relation to a bank,\nmeans the officer in charge of the day to day\nmanagement of the affairs of that bank or a\nperson appointed by that officer in writing;\ncommencement time means 12 noon Eastern\nStandard Time on the day on which\nDivision 1 of Part 2 comes into operation;\nliabilities includes duties, obligations and\nincidents of every description, whether\nactual, contingent or prospective, but does\nnot include any duty, obligation or incident\nrelating to an excluded asset;\nproperty means property and assets of every\ndescription, and includes securities, rights\nand powers of every description;\nregister includes a book of registry and an index\nrelating to registration;\nsecurity includes a mortgage (whether legal or\nequitable), charge, debenture, bill of\nexchange, promissory note, guarantee, lien,\npledge or other means of securing the\npayment of a debt, whether present or future,\nor the discharge of an obligation or liability,\nwhether actual or contingent;\ns. 3\n\nPart 1—Preliminary\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n5\ntransferring undertaking—\n(a) in Part 2—\n(i) has the same meaning as in Part 3,\nif Part 3 is in operation at the\ncommencement time; or\n(ii) if Part 3 is not in operation at that\ntime, has the same meaning as in\nPart 4;\n(b) in Part 3, means that part of the\nundertaking of Challenge that vested in\nWestpac under Part 2 and that, under\nthe Bank of Melbourne agreement, is\nthe transferring undertaking for the\npurposes of Part 3;\n(c) in Part 4, means that part of the\nbusiness and property of Westpac that,\nunder the Bank of Melbourne\nagreement, is the transferring\nundertaking for the purposes of Part 4;\nundertaking of Challenge means the business and\nall of the property of Challenge (except any\nWestpac excluded assets and any right or\npower of Challenge relating to any Westpac\nexcluded assets) vested in or belonging to or\nheld by Challenge immediately before the\ncommencement time and all of the liabilities\nto which Challenge is subject immediately\nbefore that time;\nWestpac means Westpac Banking Corporation\nA.R.B.N. 007 457 141;\nWestpac excluded asset means—\n(a) any document required to be kept by\nChallenge under the Corporations Law\nor any other law;\ns. 3\n\nPart 1—Preliminary\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n6\n(b) shares held by Challenge in—\n(i) CBL Financial Services Ltd\nA.C.N. 009 340 390;\n(ii) CBL Securities Ltd\nA.C.N. 009 124 341;\n(iii) Challase Pty Ltd\nA.C.N. 059 339 641;\n(iv) Challenge Finance Limited\nA.C.N. 000 032 735;\n(v) Challenge Funds Management Ltd\nA.C.N. 009 065 990;\n(vi) Challenge Information\nTechnology Pty Ltd\nA.C.N. 007 258 488;\n(vii) Challenge Insurance Services\n(Agency) Pty Ltd\nA.C.N. 009 086 444;\n(viii) Cold Storage Construction Pty Ltd\nA.C.N. 001 122 005;\n(ix) Herston Pty Ltd\nA.C.N. 009 041 650;\n(x) National Permanent Management\nServices Pty Ltd\nA.C.N. 009 076 653;\n(xi) Olsona Ltd A.C.N. 003 409 756;\n(xii) Westman Enterprises Pty Ltd\nA.C.N. 008 915 099;\n(c) units held by Challenge in National\nPermanent Property Trust, a trust\ncreated by a deed dated 21 August 1982\nbetween Herston Pty Ltd and National\nPermanent Funds Management Pty Ltd;\ns. 3\n\nPart 1—Preliminary\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n7\n(d) the Challenge logo registered under the\nTrade Marks Act 1995 of the\nCommonwealth as a trade mark in\nclasses 16, 36 and 39 under numbers\nA486912, A486911 and A486910\nrespectively;\n(e) the trade mark \"Challenge\" registered\nunder the Trade Marks Act 1995 of\nthe Commonwealth as a trademark in\nclass 36 under number A533638; and\n(f) such other assets as are listed in a\ncertificate signed by the Chief\nExecutive Officer of Westpac and\nreceived by the Treasurer before the\ncommencement day.\n4 Act to bind Crown\nThis Act binds the Crown in right of Victoria and,\nso far as the legislative power of the Parliament\npermits, the Crown in all its other capacities.\n5 Territorial application of Act\n(1) This Act applies both within and outside Victoria.\n(2) This Act applies outside Victoria to the full extent\nof the extra-territorial legislative power of\nVictoria.\n_______________\ns. 4\n\nPart 2—Vesting of Undertaking of Challenge in Westpac\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n8\nPART 2—VESTING OF UNDERTAKING OF CHALLENGE IN\nWESTPAC\nDivision 1—Vesting\n6 Vesting of undertaking\n(1) At the commencement time, the undertaking of\nChallenge is by virtue of this Part divested from\nChallenge and vested in Westpac.\n(2) Subsection (1) has no effect in relation to the\nemployment of Challenge employees.\n7 Effect of contracts and instruments\n(1) All contracts, agreements, conveyances, deeds,\nleases, licences and other instruments or\nundertakings entered into by or made with, or\naddressed to, Challenge (whether alone or with\nany other person) in force immediately before the\ncommencement time are on and after that time to\nthe extent that they were immediately before that\ntime binding upon and enforceable by, or against,\nChallenge, binding and of full force and effect in\nevery respect in favour of, or against, Westpac, as\nfully and effectually as if, instead of Challenge,\nWestpac had been a party to them or bound by\nthem or entitled to the whole or any portion of the\nbenefit of them.\n(2) Subsection (1) does not apply to any contract,\nagreement, conveyance, deed, lease, licence,\ninstrument or undertaking relating to—\n(a) a Westpac excluded asset; or\n(b) the employment of a Challenge employee; or\n(c) a provident, benefit, superannuation or\nretirement fund relating to Challenge\nemployees.\ns. 6\n\nPart 2—Vesting of Undertaking of Challenge in Westpac\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n9\n(3) A director, secretary or auditor of Challenge is not\nby reason only of this Part a director, secretary or\nauditor (as the case may be) of Westpac.\n(4) Subsection (1) ceases to have effect in relation to\nthe transferring undertaking at the Bank of\nMelbourne vesting time.\n8 Transitional provisions\n(1) Subject to subsection (3) and without limiting\nsections 6 and 7, the following provisions have\neffect in relation to the banking business of\nChallenge—\n(a) the relationship between Challenge and a\ncustomer or depositor of that bank is, after\nthe commencement time, between Westpac\nand that customer or depositor, and gives rise\nto the same rights and the same duties\n(including rights of set-off) as would have\nexisted at that time if that relationship had\nbeen between Westpac and the customer or\ndepositor, and so that any instruction, order,\ndirection, mandate or authority given by that\ncustomer or depositor to Challenge and\nsubsisting on or given after the\ncommencement time is, unless and until\nrevoked or cancelled, deemed to have been\ngiven to Westpac;\n(b) any security held by Challenge as security\nfor the payment of the debts or liabilities\n(whether present or future, certain or\ncontingent) of any person is by virtue of this\nPart transferred to Westpac at the\ncommencement time, and is to be held by\nand be available to Westpac as security for\nthe payment of those debts and liabilities to\nWestpac (but not, by reason only of this Part,\nas security for any debt or liability of that\nperson to Westpac existing immediately\ns. 8\n\nPart 2—Vesting of Undertaking of Challenge in Westpac\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n10\nbefore that time) and, where the security\nextends to future advances to, or to future\nliabilities of, that person, the security shall,\nafter that time, subject to any agreement\nbetween Westpac and that person, be held by\nand be available to Westpac as security for\nfuture advances to that person by, and future\nliabilities of that person to, Westpac, to the\nsame extent to which future advances by, or\nliabilities to, Challenge were secured\nimmediately before that time;\n(c) Westpac is, in relation to any security\ntransferred under this Part and the money\nsecured by the security, entitled to the same\nrights and priorities and subject to the same\nliabilities as Challenge would have been\nentitled and subject to, if the security had\ncontinued to be held by Challenge;\n(d) the custody of any document, goods or thing\nheld by Challenge as bailee for any other\nperson at any office or branch or agency of\nChallenge is by virtue of this Part transferred\nto Westpac at the commencement time, and\nthe rights, duties and liabilities of Challenge\nunder any contract of bailment relating to the\ndocument, goods or thing are transferred at\nthat time to Westpac;\n(e) any negotiable instrument or order for the\npayment of money, whether drawn, given,\naccepted or endorsed before, at or after the\ncommencement time, which is expressed to\nbe drawn by, drawn on, or given to, or\naccepted or endorsed by Challenge, or\npayable at any place of business of\nChallenge, has the same effect after the\ncommencement time as if it had been drawn\nby, drawn on, or given to, or accepted or\ns. 8\n\nPart 2—Vesting of Undertaking of Challenge in Westpac\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n11\nendorsed by, Westpac, or payable at the\nsame place of business of Westpac;\n(f) any information held immediately before the\ncommencement time by Challenge relating\nto a customer or depositor of that bank is\navailable to and may be used by Westpac\nafter the commencement time.\n(2) Despite subsection (1) and sections 6 and 7—\n(a) Westpac is, in relation to any security held\nby it over any money on deposit with\nChallenge immediately before the\ncommencement time, entitled to the same\nrights and priorities and subject to the same\nliabilities as it would have been had the\nmoney on deposit continued to be held by\nChallenge; and\n(b) Westpac is, in relation to any security held\nby Challenge immediately before the\ncommencement time over money on deposit\nwith Westpac, entitled to the same rights and\npriorities and subject to the same liabilities\nas Challenge would have been had the\nsecurity continued to be held by Challenge.\n(3) Subsections (1) and (2) cease to have effect in\nrelation to the transferring undertaking at the Bank\nof Melbourne vesting time.\n9 Legal proceedings\n(1) This section applies to—\n(a) any action, arbitration or proceeding or cause\nof action, arbitration or proceeding which is\nat the commencement time pending or\nexisting by, against, or in favour of,\nChallenge; and\ns. 9\n\nPart 2—Vesting of Undertaking of Challenge in Westpac\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n12\n(b) any cause of action, arbitration or proceeding\nby, against, or in favour of, Challenge, which\narises after the commencement time in\nrespect of a contract made by Challenge\nbefore the commencement time or which\narises in respect of anything done or omitted\nto be done by Challenge before the\ncommencement time—\nbut does not apply to any action, arbitration or\nproceeding or to any cause of action relating to—\n(c) a Westpac excluded asset;\n(d) the employment of a Challenge employee; or\n(e) a provident, benefit, superannuation or\nretirement fund relating to Challenge\nemployees.\n(2) Any action, arbitration or proceeding and any\ncause of action, arbitration or proceeding to which\nthis section applies, is not abated or discontinued\nor in any way prejudicially affected by reason of\nthis Part, and may, without any further act, deed\nor instrument other than any appropriate\namendment of the records of the relevant court or\ntribunal, be prosecuted and continued and\nenforced by or against Westpac, in its own name\nas and when it might have been prosecuted,\ncontinued and enforced by or against Challenge if\nthis Act had not been enacted.\n(3) Despite subsection (2), the court, tribunal or other\nperson making or entering any judgment, order or\naward for the payment of any sum of money,\nwhether ascertained or to be ascertained, against\nWestpac in any legal or arbitral proceeding to\nwhich this section applies may, at the request of\nany party in whose favour the judgment, order or\naward is being made or entered, make or enter the\njudgment, order or award against both Challenge\ns. 9\n\nPart 2—Vesting of Undertaking of Challenge in Westpac\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n13\nand Westpac, and the judgment, order or award\nmay, when so made or entered, be enforced\nagainst both Challenge and Westpac.\n(4) Subsections (2) and (3) cease to have effect in\nrelation to the transferring undertaking at the Bank\nof Melbourne vesting time.\n10 Amendment of Court documents where Westpac\nerroneously made a party\n(1) Any party to any action, arbitration or proceeding\nrelating to a Westpac excluded asset or a\nChallenge employee is entitled at any stage to\nseek leave to amend any writ, pleading or other\ndocument filed by the party in the action,\narbitration or proceeding by substituting for the\nname of Westpac the name of Challenge as party.\n(2) No order is to be made against any party so\namending to pay to Westpac or to Challenge any\ncosts occasioned by that amendment.\n(3) The action, arbitration or proceeding is to be\ncontinued as if Challenge had originally been\nmade a party to it.\n11 Evidence\n(1) Any book or document which if this Part had not\nbeen enacted would have been evidence in respect\nof any matter for or against Challenge is, subject\nto this Part, after the commencement time, to be\nadmissible in evidence in respect of the same\nmatter for or against Westpac.\n(2) Without limiting subsection (1), the books of\naccount of Challenge are for the purposes of the\nEvidence Act 2008 deemed to form part of the\nrecords belonging to or kept by Westpac.\n* * * * *\ns. 10\nS. 11(2)\nsubstituted by\nNo. 69/2009\ns. 54(Sch. Pt 1\nitem 64.1).\nS. 11(3)\nrepealed by\nNo. 69/2009\ns. 54(Sch. Pt 1\nitem 64.3).\n\nPart 2—Vesting of Undertaking of Challenge in Westpac\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n14\n12 Construction of references\nSubject to this Act, if any written law (other than\nthis Act) or any document, whenever made or\nexecuted or any register established or kept under\nany Act contains any reference express or implied\nto Challenge, the reference is, after the\ncommencement time to be read and construed as a\nreference to Westpac, unless the context otherwise\nrequires.\n* * * * *\n_______________\ns. 12\nPt 2 Div. 2\n(Heading and\nss 13, 14)\nrepealed by\nNo. 26/1996\ns. 24.\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n15\nPART 3—VESTING OF TRANSFERRING UNDERTAKING IN\nBANK OF MELBOURNE\n15 Vesting of undertaking\nAt the Bank of Melbourne vesting time the\ntransferring undertaking is by virtue of this Part\ndivested from Westpac and vested in Bank of\nMelbourne.\n16 Effect of contracts and instruments\n(1) All contracts, agreements, conveyances, deeds,\nleases, licences and other instruments or\nundertakings entered into by or made with, or\naddressed to, Challenge (whether alone or with\nany other person) in force immediately before the\nBank of Melbourne vesting time are on and after\nthat time to the extent that they were immediately\nbefore the commencement time binding upon and\nenforceable by, or against, Challenge, binding and\nof full force and effect in every respect in favour\nof, or against, Bank of Melbourne, as fully and\neffectually as if, instead of Challenge, Bank of\nMelbourne had been a party to them or bound by\nthem or entitled to the whole or any portion of the\nbenefit of them.\n(2) Subsection (1) does not apply to any contract,\nagreement, conveyance, deed, lease, licence,\ninstrument or undertaking relating to—\n(a) a Westpac excluded asset; or\n(b) a Bank of Melbourne excluded asset; or\n(c) the employment of a Challenge employee; or\n(d) a provident, benefit, superannuation or\nretirement fund relating to Challenge\nemployees.\ns. 15\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n16\n(3) A director, secretary or auditor of Challenge is not\nby reason only of this Part a director, secretary or\nauditor (as the case may be) of Bank of\nMelbourne.\n17 Transitional provisions\n(1) Without limiting sections 15 and 16, the following\nprovisions have effect in relation to the\ntransferring undertaking—\n(a) the relationship between Challenge and a\ncustomer or depositor of that bank is, on and\nafter the Bank of Melbourne vesting time,\nbetween Bank of Melbourne and that\ncustomer or depositor, and gives rise to the\nsame rights and the same duties (including\nrights of set-off) as would have existed at the\ncommencement time if that relationship had\nbeen between Bank of Melbourne and the\ncustomer or depositor, and so that any\ninstruction, order, direction, mandate or\nauthority given by that customer or depositor\nto Challenge and subsisting on or given after\nthe Bank of Melbourne vesting time is,\nunless and until revoked or cancelled,\ndeemed to have been given to Bank of\nMelbourne;\n(b) any security held by Challenge as security\nfor the payment of the debts or liabilities\n(whether present or future, certain or\ncontingent) of any person and transferred to\nWestpac by Part 2 is by virtue of this Part\ntransferred to Bank of Melbourne at the\nBank of Melbourne vesting time, and is to be\nheld by and be available to Bank of\nMelbourne as security for the payment of\nthose debts and liabilities to Bank of\nMelbourne (but not, by reason only of this\nPart, as security for any debt or liability of\ns. 17\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n17\nthat person to Bank of Melbourne existing\nimmediately before that time) and, where the\nsecurity extends to future advances to, or to\nfuture liabilities of, that person, the security\nshall, after that time, subject to any\nagreement between Bank of Melbourne and\nthat person, be held by and be available to\nBank of Melbourne as security for future\nadvances to that person by, and future\nliabilities of that person to, Bank of\nMelbourne, to the same extent to which\nfuture advances by, or liabilities to,\nChallenge were secured immediately before\nthe commencement time;\n(c) Bank of Melbourne is, in relation to any\nsecurity transferred under this Part and the\nmoney secured by the security, entitled to the\nsame rights and priorities and subject to the\nsame liabilities as Challenge would have\nbeen entitled and subject to, if the security\nhad continued to be held by Challenge;\n(d) the custody of any document, goods or thing\nheld by Challenge as bailee for any other\nperson at any office or branch or agency of\nChallenge transferred to Westpac by Part 2 is\nby virtue of this Part transferred to Bank of\nMelbourne at the Bank of Melbourne vesting\ntime, and the rights, duties and liabilities of\nChallenge under any contract of bailment\nrelating to the document, goods or thing\ntransferred at that time to Westpac are\ntransferred to Bank of Melbourne;\n(e) any negotiable instrument or order for the\npayment of money, whether drawn, given,\naccepted or endorsed before, at or after the\ncommencement time, which is expressed to\nbe drawn by, drawn on, or given to, or\naccepted or endorsed by Challenge, or\ns. 17\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n18\npayable at any place of business of\nChallenge, has the same effect on and after\nthe Bank of Melbourne vesting time as if it\nhad been drawn by, drawn on, or given to, or\naccepted or endorsed by, Bank of\nMelbourne, or payable at the same place of\nbusiness of Bank of Melbourne;\n(f) any information held immediately before the\ncommencement time by Challenge relating\nto a customer or depositor of that bank is\navailable to and may be used by Bank of\nMelbourne on and after the Bank of\nMelbourne vesting time.\n(2) Despite subsection (1) and sections 15 and 16—\n(a) Bank of Melbourne is, in relation to any\nsecurity held by it over any part of the\ntransferring undertaking that consists of\nmoney on deposit with Challenge\nimmediately before the commencement time,\nentitled to the same rights and priorities and\nsubject to the same liabilities as it would\nhave been had the money on deposit\ncontinued to be held by Challenge; and\n(b) Bank of Melbourne is, in relation to any\nsecurity held by Challenge immediately\nbefore the commencement time over any part\nof the transferring undertaking that consists\nof money on deposit with Bank of\nMelbourne, entitled to the same rights and\npriorities and subject to the same liabilities\nas Challenge would have been had the\nsecurity continued to be held by Challenge.\ns. 17\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n19\n18 Transfer of Challenge Victorian staff to Bank of\nMelbourne\n(1) A person who was an employee of Challenge in\nVictoria immediately before the commencement\ntime is to be regarded as—\n(a) having been appointed by Bank of\nMelbourne with effect from that time; and\n(b) having an accrued entitlement to long service\nleave, sick leave, recreation leave or other\nlike benefits, in connection with that\nappointment by the Bank of Melbourne, that\nis equivalent to the accrued entitlement to\nthose benefits that the person had,\nimmediately before that time, in respect of\nthe person's employment by Challenge.\n(2) The service of a transferred employee as an\nemployee of Bank of Melbourne is to be regarded\nfor all purposes as having been continuous with\nthe service of the employee, immediately before\nthe commencement time, as an employee of\nChallenge.\n(3) A transferred employee is not entitled to receive\nany payment or other benefit by reason only of\nhaving ceased to be an employee of Challenge\nbecause of this Part.\n(4) Subsection (1) does not apply to an employee of\nChallenge who, in writing given to Challenge or\nBank of Melbourne before the Bank of Melbourne\nvesting time, elects not to become an employee of\nBank of Melbourne.\n19 Business name\n(1) In addition to any other names under which it is\nentitled to carry on business in Victoria, during\nthe transition period, Bank of Melbourne may\ncarry on business in Victoria under the business\nname \"Challenge Bank Limited\" as if that name\ns. 18\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n20\nwas registered under the Business Names Act\n1962 as a business name of Bank of Melbourne.\n(2) Subsection (1) does not have effect as an\nexemption from section 46.\n(3) In subsection (1), transition period means the\nperiod of 6 months beginning at the Bank of\nMelbourne vesting time.\n20 Legal proceedings\n(1) This section applies to—\n(a) any action, arbitration or proceeding or cause\nof action, arbitration or proceeding which is\nat the Bank of Melbourne vesting time\npending or existing by, against, or in favour\nof, Challenge in relation to any part of the\ntransferring undertaking; and\n(b) any cause of action, arbitration or proceeding\nby, against, or in favour of, Challenge in\nrelation to any part of the transferring\nundertaking, which arises after the Bank of\nMelbourne vesting time in respect of a\ncontract made by Challenge before the\ncommencement time or which arises in\nrespect of anything done or omitted to be\ndone by Challenge before the\ncommencement time—\nbut does not apply to any action, arbitration or\nproceeding or to any cause of action relating to—\n(c) a Westpac excluded asset; or\n(d) a Bank of Melbourne excluded asset; or\n(e) a provident, benefit, superannuation or\nretirement fund relating to Challenge\nemployees.\ns. 20\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n21\n(2) Any action, arbitration or proceeding and any\ncause of action, arbitration or proceeding to which\nthis section applies, is not abated or discontinued\nor in any way prejudicially affected by reason of\nthis Part, and may, without any further act, deed\nor instrument other than any appropriate\namendment of the records of the relevant court or\ntribunal, be prosecuted and continued and\nenforced by or against Bank of Melbourne, in its\nown name as and when it might have been\nprosecuted, continued and enforced by or against\nChallenge if this Act had not been enacted.\n(3) Despite subsection (2), the court, tribunal or other\nperson making or entering any judgment, order or\naward for the payment of any sum of money,\nwhether ascertained or to be ascertained, against\nBank of Melbourne in any legal or arbitral\nproceeding to which this section applies may, at\nthe request of any party in whose favour the\njudgment, order or award is being made or\nentered, make or enter the judgment, order or\naward against both Challenge and Bank of\nMelbourne, and the judgment, order or award\nmay, when so made or entered, be enforced\nagainst both Challenge and Bank of Melbourne.\n21 Amendment of Court documents where Bank of\nMelbourne erroneously made a party\n(1) Any party to any action, arbitration or proceeding\nrelating to a Bank of Melbourne excluded asset is\nentitled at any stage to seek leave to amend any\nwrit, pleading or other document filed by the party\nin the action, arbitration or proceeding by\nsubstituting for the name of Bank of Melbourne\nthe name of Challenge as party.\ns. 21\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n22\n(2) No order is to be made against any party so\namending to pay to Bank of Melbourne or to\nChallenge any costs occasioned by that\namendment.\n(3) The action, arbitration or proceeding is to be\ncontinued as if Challenge had originally been\nmade a party to it.\n22 Evidence\n(1) Any book or document which if this Part had not\nbeen enacted would have been evidence in respect\nof any matter for or against Challenge in relation\nto the transferring undertaking is, subject to this\nAct, after the commencement time, to be\nadmissible in evidence in respect of the same\nmatter for or against Bank of Melbourne.\n(2) Without limiting subsection (1), the books of\naccount of Challenge in relation to the transferring\nundertaking are for the purposes of the Evidence\nAct 2008 deemed to form part of the records\nbelonging to or kept by the Bank of Melbourne.\n* * * * *\n23 Construction of references\nSubject to this Act, if any written law (other than\nthis Act) or any document, whenever made or\nexecuted or any register established or kept under\nany Act contains any reference express or implied\nto Challenge in relation to the transferring\nundertaking, the reference is, after the Bank of\nMelbourne vesting time to be read and construed\nas a reference to Bank of Melbourne, unless the\ncontext otherwise requires.\ns. 22\nS. 22(2)\nsubstituted by\nNo. 69/2009\ns. 54(Sch. Pt 1\nitem 64.2).\nS. 22(3)\nrepealed by\nNo. 69/2009\ns. 54(Sch. Pt 1\nitem 64.3).\n\nPart 3—Vesting of Transferring Undertaking in Bank of Melbourne\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n23\n24 Repeal of provisions consequential on operation of\nthis Part\nSection 2(5), Division 2 of Part 2 and Part 4 are\nrepealed.\n__________________\n* * * * *\n__________________\ns. 24\nPt 4 (Heading\nand ss 25–34)\nrepealed by\nNo. 26/1996\ns. 24.\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n24\nPART 5—GENERAL\n35 Payment of amount in lieu of State taxes and\ncharges\n(1) Westpac must pay to the Treasurer in lieu of all\ntaxes, duties and charges for which it would\notherwise be liable under the law of the State as a\nresult of, or in connection with, the transfer of the\nundertaking of Challenge so far as it is located in\nVictoria, to Westpac, a sum which is, in the\nopinion of the Treasurer, equal to the amount of\nthose taxes, duties and charges.\n(2) Bank of Melbourne must pay to the Treasurer in\nlieu of all taxes, duties and charges for which it\nwould otherwise be liable under the law of the\nState as a result of, or in connection with, the\ntransfer of the transferring undertaking to Bank of\nMelbourne a sum which is, in the opinion of the\nTreasurer, equal to the amount of those taxes,\nduties and charges.\n(3) The amount payable under subsection (1) or (2) is\nto be determined by the Treasurer in accordance\nwith such principles as the Treasurer thinks\nappropriate.\n(4) The Treasurer is to give a certificate to Westpac\nwhen satisfied that the sum due under subsection\n(1) has been paid stating that the sum due under\nthat subsection has been paid.\n(5) The Treasurer is to give a certificate to Bank of\nMelbourne when satisfied that the sum due under\nsubsection (2) has been paid stating that the sum\ndue under that subsection has been paid.\ns. 35\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n25\n36 Consumer Credit (Victoria) Act 1995\n(1) The Consumer Credit (Victoria) Act 1995 does\nnot have effect during any transition period\napplying in respect of—\n(a) the undertaking of Challenge;\n(b) the transferring undertaking within the\nmeaning of Part 3;\n(c) the transferring undertaking within the\nmeaning of Part 4;\n(d) the business of Challenge—\nand the Credit Act 1984 (as in force before the\ncommencement of Part 2 of the Consumer Credit\n(Victoria) Act 1995) applies in respect of that\nundertaking or business during that transition\nperiod.\n(2) If a transition period applies in respect of an\nundertaking or business referred to in subsection\n(1), sections 19A(1) and 19B of the Credit Act\n1984 apply in respect of the undertaking or\nbusiness as if a reference in those sections to \"the\ncommencement day\" were a reference to the day\nafter the day on which the transition period ends.\n(3) The Minister administering the Credit Act 1984,\nby notice published in the Government Gazette,\nmay extend, or further extend, a transition period\nreferred to in subsection (1) but not so that it\nexceeds a total period of 6 months.\n(4) In this section, transition period means—\n(a) in relation to the undertaking of Challenge,\nthe period beginning at the commencement\ntime;\n(b) in relation to the transferring undertaking\nwithin the meaning of Part 3, the period\nbeginning at the commencement time;\ns. 36\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n26\n(c) in relation to the transferring undertaking\nwithin the meaning of Part 4, the period\nbeginning on the day on which Part 4 comes\ninto operation;\n(d) in relation to the business of Challenge, the\nperiod beginning on the day on which this\nsection comes into operation or the date of\ncommencement of Part 2 of the Consumer\nCredit (Victoria) Act 1995, whichever is\nthe later—\nand ending on such date, being not later than\n6 months, after the beginning of the period, as is\ndeclared in relation to the particular period, by the\nMinister administering the Credit Act 1984 by\nnotice published in the Government Gazette, to be\nthe end of that period.\n37 Effect of things done under this Act\n(1) Nothing effected by this Act or done or suffered\nby Challenge, Westpac or Bank of Melbourne\nunder this Act or done to give effect to this Act—\n(a) is to be regarded as placing any of them in\nbreach of contract or confidence or as\notherwise making either of them guilty of a\ncivil wrong; or\n(b) is to be regarded as placing any of them in\nbreach of or as constituting a default under\nany written law or other law or any provision\nin any agreement, arrangement or\nunderstanding including, without limiting the\ngenerality of the foregoing, any provision\nprohibiting, restricting or regulating the\nassignment or transfer of any property or the\ndisclosure of any information; or\n(c) is to be regarded as fulfilling any condition\nwhich allows a person to terminate any\nagreement or liability; or\ns. 37\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n27\n(d) releases any surety or other obligee wholly\nor in part from any liability.\n(2) Without limiting subsection (1) where, but for this\nsubsection, the advice or consent of any person\nwould be necessary to carry out any action\nauthorised by this Act, that advice or consent is\ntaken to have been given.\n38 Service of documents\n(1) Service of a document after the commencement\ntime—\n(a) on Westpac is deemed to be service on\nChallenge in addition to service on Westpac;\nand\n(b) on Challenge is deemed to be service on\nWestpac in addition to service on Challenge.\n(2) Subsection (1) ceases to apply upon Challenge\nceasing to be a related body corporate of Westpac\nwithin the meaning of section 9 of the\nCorporations Law. 3\n39 Excluded assets\n(1) No person dealing with Westpac or Challenge (in\nany capacity whatsoever) nor the Registrar of\nTitles, nor any other person registering or\ncertifying title to land or having the power or duty\nto examine or receive evidence as to title to land,\nin respect of any dealing or transaction entered\ninto or purporting to be entered into by Westpac\nor Challenge, is to be concerned to see, or enquire\ninto, whether any property the subject of the\ndealing or transaction (whether or not that\nproperty is land) is a Westpac excluded asset, nor\nis such person to be affected by any notice,\nexpress, implied or constructive, that any such\nproperty is a Westpac excluded asset.\ns. 38\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n28\n(2) If any dealing or transaction is entered into by\nWestpac with any person, in relation to or in\nconnection with a Westpac excluded asset, it is to\nbe deemed in favour of that person that Westpac\nhas full power and authority to enter into that\ndealing or transaction as if that asset had vested in\nWestpac under Part 2.\n(3) Nothing in subsection (1) affects the liability of\nWestpac to Challenge in respect of anything done,\nor purporting to be done, by Westpac in relation to\nor in connection with a Westpac excluded asset.\n(4) No person dealing with Bank of Melbourne (in\nany capacity whatsoever) nor the Registrar of\nTitles, nor any other person registering or\ncertifying title to land or having the power or duty\nto examine or receive evidence as to title to land,\nin respect of any dealing or transaction entered\ninto or purporting to be entered into by Bank of\nMelbourne is to be concerned to see, or enquire\ninto, whether any property the subject of the\ndealing or transaction (whether or not that\nproperty is land) is a Bank of Melbourne excluded\nasset, nor is such person to be affected by any\nnotice, express, implied or constructive, that any\nsuch property is a Bank of Melbourne excluded\nasset.\n(5) If any dealing or transaction is entered into by\nBank of Melbourne with any person, in relation to\nor in connection with a Bank of Melbourne\nexcluded asset, it is to be deemed in favour of that\nperson that Bank of Melbourne has full power and\nauthority to enter into that dealing or transaction\nas if that asset had vested in Bank of Melbourne\nunder this Act.\n(6) Nothing in this section affects the liability of Bank\nof Melbourne to Westpac in respect of anything\ndone, or purporting to be done, by Bank of\ns. 39\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n29\nMelbourne in relation to or in connection with a\nBank of Melbourne excluded asset.\n40 Certificates may be issued\n(1) The Chief Executive Officer of Westpac may, by\nsigned certificate, certify any matter in relation to\nthe operation of Part 2.\n(2) The Chief Executive Officer of Bank of\nMelbourne may, by signed certificate, certify any\nmatter in relation to the operation of Part 3 or 4.\n41 Interests in land in the Register Book\n(1) Where any land of which Challenge is, or is\ndeemed or taken to be, the registered proprietor is\nby virtue of Part 2 vested in Westpac,\nnotwithstanding anything to the contrary in any\nwritten law or other law, Westpac is to be deemed\nto be the registered proprietor of the land for the\npurposes of the Transfer of Land Act 1958 and\nthe land may be dealt with accordingly.\n(2) Where any land of which Challenge or Westpac\nis, or is deemed or taken to be, the registered\nproprietor is by virtue of Part 3 or 4 vested in\nBank of Melbourne, notwithstanding anything to\nthe contrary in any written law or other law, Bank\nof Melbourne is to be deemed to be the registered\nproprietor of the land for the purposes of the\nTransfer of Land Act 1958 and the land may be\ndealt with accordingly.\n42 Action by Registrar of Titles or Registrar-General\n(1) On being requested to do so and on delivery of\nany relevant instrument or document and on\npayment of any relevant fees under the Transfer\nof Land Act 1958, the Registrar of Titles must\nmake any recordings in the Register that are\nnecessary because of the operation of this Act.\ns. 40\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n30\n(2) On being requested to do so and on production of\nany relevant instrument or document, the\nRegistrar-General must make all entries on\nrecords of enrolment of any Crown grant and on\nany memorial relating to any land concerned that\nare necessary because of the operation of this Act.\n43 Certificates in relation to charges\nSection 268(1) of the Corporations Law is to be\ntaken to have been complied with in respect of all\ncharges of which Westpac or Bank of Melbourne\nbecomes the holder by virtue of this Act if there is\nlodged with the Australian Securities Commission\na certificate signed by the Chief Executive Officer\nof Westpac or Bank of Melbourne, as the case\nrequires, stating that by virtue of this Act the\nundertaking of Challenge has become vested in\nWestpac or the transferring undertaking has\nbecome vested in Bank of Melbourne, as the case\nrequires.\n44 Other property\n(1) If—\n(a) any property (other than property to which\nsection 41, 42 or 43 applies) becomes, under\nPart 2, the property of Westpac; and\n(b) any person or authority has, under any\nwritten law, responsibility for keeping a\nregister in respect of property of that kind—\nthen—\n(c) any requirement of that written law relating\nto the transfer of such property from one\nperson to another is to be taken to have been\ncomplied with if there is lodged with that\nperson or authority a certificate signed by the\nChief Executive Officer of Westpac stating\nthat by virtue of Part 2 the undertaking of\ns. 43\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n31\nChallenge has become vested in Westpac;\nand\n(d) that person or authority, on being requested\nto do so and on delivery of any relevant\ninstrument, is to make any amendments to\nthat register which are necessary to make it\naccurately reflect the effect of Part 2.\n(2) If—\n(a) any property (other than property to which\nsection 41, 42 or 43 applies) becomes, under\nthis Act, the property of Bank of Melbourne;\nand\n(b) any person or authority has, under any\nwritten law, responsibility for keeping a\nregister in respect of property of that kind—\nthen—\n(c) any requirement of that written law relating\nto the transfer of such property from one\nperson to another is to be taken to have been\ncomplied with if there is lodged with that\nperson or authority a certificate signed by the\nChief Executive Officer of Bank of\nMelbourne stating that by virtue of Part 3 or\n4 the transferring undertaking has become\nvested in Bank of Melbourne; and\n(d) that person or authority, on being requested\nto do so and on delivery of any relevant\ninstrument, is to make any amendments to\nthat register which are necessary to make it\naccurately reflect the effect of Part 3 or 4.\n45 Certificates conclusive\n(1) For all purposes and in all courts, tribunals and\nproceedings, a certificate under this Act is\nconclusive evidence of the matters certified,\nexcept so far as the contrary is established.\ns. 45\n\nPart 5—General\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n32\n(2) A document purporting to be a certificate under\nthis Act is, unless the contrary is established,\ntaken to be such a certificate and to have been\nproperly given.\n46 Application of banking laws\nExcept to the extent that an exemption is directly\ncontemplated by, or is a necessary consequence\nof, this Act, nothing in this Act exempts Westpac\nor Bank of Melbourne from the provisions of any\nwritten law relating to companies carrying on the\nbusiness of banking.\n__________________\ns. 46\n\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n33\n* * * * *\n═══════════════\nSch. 1\nrepealed by\nNo. 26/1996\ns. 24.\nSch. 1\n\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n34\nENDNOTES\n1. General Information\nMinister's second reading speech—\nLegislative Assembly: 18 June 1996\nLegislative Council: 19 June 1996\nThe long title for the Bill for this Act was \"A Bill to provide for the transfer\nto Westpac Banking Corporation of the banking business of Challenge Bank\nLimited and the transfer to Bank of Melbourne Limited of part of that\nbusiness and for other purposes.\"\nThe Westpac and Bank of Melbourne (Challenge Bank) Act 1996 was\nassented to on 2 July 1996 and came into operation as follows:\nPart 1 (sections 1–5), section 35 on 2 July 1996: section 2(1); section 36 on\n1 November 1996: Government Gazette 31 October 1996 page 2811; Part 2\nDivision 1 (sections 6–12), Part 3 (sections 15–24), sections 37–46 on\n8 December 1996: Government Gazette 5 December 1996 page 3105; Part 2\nDivision 2 (sections 13, 14), Part 4 (sections 25–34) and Schedule 1 repealed\nunproclaimed by section 24 of this Act.\nEndnotes\n\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n35\n2. Table of Amendments\nThis Version incorporates amendments made to the Westpac and Bank of\nMelbourne (Challenge Bank) Act 1996 by Acts and subordinate\ninstruments.\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996, No. 26/1996\nAssent Date: 2.7.96\nCommencement Date: S. 24 on 8.12.96: Government Gazette 5.12.96 p. 3105\nCurrent State: This information relates only to the provision/s\namending the Westpac and Bank of Melbourne\n(Challenge Bank) Act 1996\nStatute Law Amendment (Evidence Consequential Provisions) Act 2009,\nNo. 69/2009\nAssent Date: 24.11.09\nCommencement Date: S. 54(Sch. Pt 1 item 64) on 1.1.10: s. 2(2)\nCurrent State: This information relates only to the provision/s\namending the Westpac and Bank of Melbourne\n(Challenge Bank) Act 1996\n–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––\nEndnotes\n\nWestpac and Bank of Melbourne (Challenge Bank) Act 1996\nNo. 26 of 1996\n36\n3. Explanatory Details\nNo entries at date of publication.\n1 Preamble: See regulation 4 of the Corporations (Ancillary Provisions)\nRegulations 2001, S.R. No. 63/2001.\n2 S. 3: See endnote 1.\n3 S. 38(2): See endnote 1.\nEndnotes","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"This version has not grown significantly beyond its original purpose of transferring Challenge's banking business to Westpac and vesting part of that business in Bank of Melbourne (see purpose in s 1 and preamble). Amendments reflected in the consolidated text are largely technical or administrative (for example, updating evidentiary cross‑references to reflect the Evidence Act 2008 by the 2009 amendment noted in the endnotes, and repeal/unproclamation of unused Parts and Division 2 via s 24). The core mechanics — vesting, transitional rules, treatment of contracts, securities, employees and certificates for registration — remain the Act's substantive scope."},"complexity_factors":["Numerous defined terms in s 3, several of which change meaning depending on which Part is in operation (e.g. 'transferring undertaking', 'Challenge employee', 'Bank of Melbourne vesting time')","Multiple vesting moments: 'commencement time' and a separate 'Bank of Melbourne vesting time' with different legal consequences (ss 2, 3, 6, 15)","Several nested exceptions and carve‑outs (excluded assets, employee contracts, provident/superannuation funds) that limit the general vesting rules (ss 7(2), 16(2), s 3 definitions)","Extensive transitional provisions that cross‑reference each other and cease to operate at later vesting times (ss 8, 17 and their subsections)","Cross‑references to many external statutes and regimes (Corporations Law/ASIC requirements, Transfer of Land Act 1958, Evidence Act, Credit Act/Credit Act 1984/Consumer Credit (Victoria) Act 1995) increasing interpretive work (ss 11, 36, 41–43)","Conclusive‑evidence and certificate regime (CEO certificates conclusive except where disproved) creates strong evidentiary effects to be checked against potential disputes (ss 40–45)","Discretionary executive powers with open‑ended criteria: Treasurer determines tax replacement amounts under principles the Treasurer chooses; Minister may extend transition periods (ss 35, 36(3))","Several provisions expressly repealed or unproclaimed in the Act text (Division 2 of Part 2, Part 4, Schedule), requiring attention to historical versions and endnotes (s 24, endnotes)","Procedural rules preserving litigation and permitting amendments to court documents (ss 9–11, 20–22) add practical steps that lawyers must follow","Interplay between property registration mechanics and the certificate regime (ss 41–44) — practitioners must coordinate between banks, registries and courts"],"plain_english_summary":"**What this Act does (mechanical changes first)**\n\n- At a specified time (the \"commencement time\") the whole business and assets (the \"undertaking\") of Challenge Bank Limited are transferred (vested) to Westpac Banking Corporation (s 6, s 7).  Part of that business (the \"transferring undertaking\") is then vested in Bank of Melbourne at a later specified time (the \"Bank of Melbourne vesting time\") (s 15).\n\n- On vesting, existing contracts, leases, licences, securities (mortgages, charges, guarantees, etc.), bailments and negotiable instruments that were effective against or in favour of Challenge generally become effective against or in favour of Westpac (initially) and later (for the transferring part) against Bank of Melbourne, as if those banks had been the original parties (ss 7, 16, 8(1)(a)–(f), 17(1)(a)–(f)).  There are express exceptions for specified \"excluded assets\", employee contracts and employee superannuation/provident funds (ss 7(2), 16(2)).\n\n- Legal proceedings that existed or arise from pre‑transfer acts are preserved and may be continued by or against the transferee bank (Westpac or Bank of Melbourne) without restarting proceedings (ss 9, 20).  Where necessary, courts can enter judgments against both Challenge and the transferee (ss 9(3), 20(3)).  Parties may amend court documents where the wrong bank was named (ss 10, 21).\n\n- Customers' relationships (accounts, directions, mandates) are treated as continuous: instructions to Challenge carry over to the transferee unless revoked (ss 8(1)(a), 17(1)(a)).  Customer information held by Challenge may be used by the transferee (ss 8(1)(f), 17(1)(f)).\n\n- Victorian Challenge employees are, by operation of the Act, treated as having been appointed by Bank of Melbourne with continuity of service and accrued leave entitlements (s 18).  Employees may opt out in writing before the Bank of Melbourne vesting time (s 18(4)).\n\n- The Act lists specific \"Westpac excluded assets\" (certain corporate records, shareholdings, trademarks, and anything listed in a Chief Executive Officer's certificate) that do not vest (s 3 definitions; s 39 deals with consequences of excluded assets).\n\n- Practical registration and evidence rules: registries (land, other registers, ASIC/Australian Securities Commission) are to accept certificates from the Chief Executive Officer of the relevant bank as prima facie proof of vesting for registration and for compliance with statutory formalities (ss 40–45, 41–44).  Books of account and documents of Challenge are admissible as part of the transferee's records for evidentiary purposes (s 11, s 22).\n\n- Financial and administrative consequences: Westpac and Bank of Melbourne must each pay the Treasurer an amount \"in lieu\" of State taxes, duties and charges arising from the transfers; the Treasurer determines the amounts and issues certificates when satisfied payment is made (s 35).  The Minister administering the Credit Act may extend transition periods relevant to consumer credit laws up to a statutory maximum (s 36).\n\n- The Act binds the Crown, applies extra‑territorially to the extent permitted, and confirms that it does not exempt the transferee banks from ordinary banking laws unless that consequence is unavoidable (ss 4, 5, 46).\n\n\n**Who is affected**\n\n- The primary parties: Challenge Bank Limited (the transferor), Westpac Banking Corporation (primary transferee) and Bank of Melbourne Limited (transferee of part of the business) (preamble; s 1; definitions in s 3).\n- Customers and depositors of Challenge (their accounts, mandates and instructions) (ss 8(1)(a), 17(1)(a)).\n- Creditors and holders of securities that were held for Challenge (ss 8(1)(b)–(c), 17(1)(b)–(c)).\n- Employees of Challenge (Victorian employees transferred to Bank of Melbourne with continuity of service; employees generally excluded from the Part 2 vesting of employment) (ss 6(2), 18).\n- Registries and third parties dealing with the transferred assets (Registrar of Titles, Registrar‑General, other registers) who are required to accept CEO certificates and make entries on request (ss 41–44, 42).\n- State Treasurer and the Minister administering the Credit Act, who have discretion on tax amounts and transition periods (ss 35, 36).\n\n\n**Why it matters (purpose claimed and practical effects)**\n\n- Purpose claimed by the Act: to transfer Challenge's banking business to Westpac and to transfer part of that business to Bank of Melbourne so the banking business can continue under new ownership (s 1; preamble).\n\n- Practical effects and the mechanisms that achieve them:\n  - Continuity of contractual and property rights: the transferee banks step into Challenge's place for almost all contractual, security and property purposes (ss 6–9, 15–17).  This avoids the need for bilateral assignment or re‑execution of documents in most cases.\n  - Legal certainty for third parties and registries: certificates from banks' CEOs are conclusive evidence for registration and dealings (ss 40–45); registries are required to update entries on request (s 42), and persons dealing with the transferees need not investigate whether an asset was an \"excluded asset\" (s 39).\n  - Preservation of ongoing litigation and liabilities tied to pre‑transfer acts: proceedings continue in the transferee's name (ss 9, 20).\n  - Employee continuity where specified: Victorian Challenge employees are treated as Bank of Melbourne employees with continuity of service and accrued leave (s 18).\n  - Fiscal and administrative delegation: the Treasurer's discretion to determine and certify amounts in lieu of State taxes (s 35) centralises the fiscal outcome; Ministerial discretion over transition periods affects how long legacy consumer credit rules remain in force for the transferred business (s 36).\n\n\n**Costs, incentives, trade‑offs and implementation risks (mechanisms, not judgments)**\n\n- Who pays: Westpac and Bank of Melbourne must each pay an amount in lieu of State taxes/duties in respect of the transfers; the Treasurer determines the amount under principles the Treasurer selects (s 35).  That creates fiscal receipts for the State but leaves the quantum subject to executive valuation.\n\n- Who decides: the Treasurer decides the tax replacement amount and issues certificates (s 35); the Minister administering the Credit Act can extend transition periods for up to six months (s 36(3)); Chief Executive Officers of the banks issue certificates used by registries and third parties (s 40).  Those are concentrated points of executive discretion.\n\n- Compliance and administrative burden: registries and commercial counterparties must accept CEO certificates and update registers on request (ss 41–44) and parties may need to amend court records or corporate records where the transferee is substituted (ss 10, 21), generating administrative work.\n\n- Exceptions and residual friction: excluded assets (expressly listed and potentially added by CEO certificate) do not vest. Contracts or proceedings relating to excluded assets, employee contracts and employee superannuation/provident funds are carved out (ss 7(2), 16(2), 9(c)–(e), 20(c)–(e), s 3 definitions).  Those carve‑outs require counterparties to take separate steps if their interests fall into an excluded category.\n\n- Evidence and conclusiveness: CEO certificates are conclusive evidence unless the contrary is proved (s 45).  That reduces transaction costs for third parties but concentrates reliance on the issuing officer's accuracy.\n\n- Risk of substitution effects: the Act replaces practical contractual counterparties (Challenge → Westpac → Bank of Melbourne for the transferring part).  That preserves rights but changes who bears risk and who enforces obligations; the Act leaves certain employer/employee relationships and specified assets outside the automatic vesting which can produce follow‑on negotiation or administrative steps where they matter (ss 6(2), 7(2), 16(2), 18).\n\n\n**Immediate implementation mechanics a practitioner should note**\n\n- Identify excluded assets (s 3 definitions) before assuming vesting is effective for particular property.\n- For security priorities and deposits, the Act preserves priorities and the effect of securities as between the parties (ss 8(2), 17(2)).\n- If a party named the wrong defendant/plaintiff, the Act allows amendment rather than restarting litigation (ss 10, 21).\n- Registry officers must make entries on production of the required instruments and payment of fees (s 42); ASIC/Australian Securities Commission compliance for charges is satisfied by CEO certificates (s 43).\n\n\n**Key statutory citations (representative)**: purpose (s 1), vesting to Westpac (s 6), effect on contracts (s 7), transitional rules for customers and securities (s 8), preservation of proceedings (s 9), vesting to Bank of Melbourne (s 15), employee transfer (s 18), payment in lieu of State taxes (s 35), consumer credit transition (s 36), certificates and registration rules (ss 40–45), excluded assets and third‑party dealings (s 39)."},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The Act remains focused on its original purpose: facilitating the specific banking restructuring between Challenge Bank, Westpac, and Bank of Melbourne in 1996. While amendments have updated references (e.g., to the Evidence Act 2008), the core scope has not expanded beyond this single corporate transaction. The repeal of uncommenced provisions (Part 2 Division 2 and Part 4) actually narrowed the scope to what was actually implemented."},"complexity_factors":["Multiple defined terms with context-dependent meanings (e.g., 'transferring undertaking' has different definitions in Parts 2, 3, and 4)","Complex temporal sequencing with three different 'vesting times' (commencement time, Bank of Melbourne vesting time) that shift based on whether other Parts are in operation","Nested exceptions throughout (e.g., section 7(1) transfers contracts, but section 7(2) excludes Westpac excluded assets, employment contracts, and superannuation funds)","Extensive cross-referencing between Parts (Part 2 provisions cease to apply to the 'transferring undertaking' once Part 3 operates)","Conditional operation of sections based on proclamation dates (Part 2 Division 2 and Part 4 were repealed before commencing)","Dual structure handling two sequential transfers (Challenge→Westpac→Bank of Melbourne) with similar but not identical provisions","Interaction with multiple external statutes (Transfer of Land Act 1958, Corporations Law, Consumer Credit Act, Evidence Act 2008)"],"plain_english_summary":"This Act facilitates a major corporate restructuring involving three banks: Challenge Bank, Westpac, and Bank of Melbourne.\n\n**What it does:**\nThe legislation enables the transfer of Challenge Bank's business and assets to Westpac, and then transfers part of those assets to Bank of Melbourne. Specifically:\n\n- **Part 2** transfers Challenge Bank's entire banking business (properties, contracts, debts, legal obligations) to Westpac at a specific time ('commencement time'). This happens automatically by operation of law—no individual contract needs to be signed.\n- **Part 3** then transfers a specific portion of that business (the 'transferring undertaking') from Westpac to Bank of Melbourne.\n\n**Who it affects:**\n- **Customers:** If you banked with Challenge Bank, your account automatically became a Westpac account (and potentially later a Bank of Melbourne account if you were in the transferred portion). Your banking relationship continues uninterrupted.\n- **Employees:** Victorian employees of Challenge Bank automatically became employees of Bank of Melbourne with preserved leave entitlements and continuous service.\n- **Legal counterparties:** Anyone who had a contract with Challenge Bank now has that contract with Westpac or Bank of Melbourne instead.\n- **Property holders:** Mortgages, securities, and land titles held by Challenge automatically transferred to the new banks.\n\n**Why it matters:**\nThis is a 'statutory transfer'—a legal mechanism that allows massive corporate reorganisations without disrupting millions of customer relationships or requiring thousands of individual document transfers. It ensures continuity: loans remain enforceable, deposits remain payable, and legal proceedings continue seamlessly. The Act also protects third parties (like people buying property) by ensuring they don't need to investigate whether specific assets were excluded from the transfer.\n\n**Key protections:**\n- The Act overrides normal legal rules that might prevent transfers (like 'no assignment' clauses in contracts).\n- It provides for payment of state taxes in lieu of normal stamp duties.\n- It ensures certificates issued by bank CEOs are conclusive evidence of the transfer for registration purposes."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"Based on available information, this Act appears to have remained true to its original intent — a discrete, time-limited piece of legislation to facilitate a specific banking merger transaction. Such Acts are typically not amended significantly as they serve a one-time purpose."},"complexity_factors":["Narrow, single-purpose legislation focused on one specific corporate transaction","Typical merger facilitation Acts involve some complexity around successor liability and contract novation (transfer of contracts to a new party)","Interaction between state law and Commonwealth banking regulation adds a layer of complexity","Very limited text was provided, preventing full assessment of technical provisions","Historical context (1996) means it predates some modern legislative drafting conventions"],"plain_english_summary":"The Act clears the legal path for Challenge Bank’s business, assets, liabilities and staff to be transferred to Westpac or Bank of Melbourne, ensuring those contracts, property interests and employment arrangements continue without needing individual re‑consent. It affects Challenge Bank customers, employees, counterparties and the acquiring banks, and matters because it streamlines a wholesale transfer that would otherwise require thousands of separate legal steps."}},"importantCases":[],"_links":{"self":"/api/acts/westpac-and-bank-of-melbourne-challenge-bank-act-1996","history":"/api/acts/westpac-and-bank-of-melbourne-challenge-bank-act-1996/history","analysis":"/api/acts/westpac-and-bank-of-melbourne-challenge-bank-act-1996/analysis","conflicts":"/api/acts/westpac-and-bank-of-melbourne-challenge-bank-act-1996/conflicts","importantCases":"/api/acts/westpac-and-bank-of-melbourne-challenge-bank-act-1996/important-cases","documents":"/api/acts/westpac-and-bank-of-melbourne-challenge-bank-act-1996/documents"}}