NATHAN LTD v ROSSINGTON HOLDINGS PTY LTD

Court of Appeal (NSW)|1992-05-22|Before: Gleeson CJ, McLelland J, Clarke JA, Handley JA

SUPREME COURT OF NEW SOUTH WALES - COURT OF APPEAL

CORPORATIONS - Prospectus issued - Documents referred to in schedule of prospectus - s1029 Corporations Law - inspection of documents - who has the right to inspect documents.

Gleeson CJ. This is an appeal from a decision from McLelland J in the Equity Division of the Court. The appeal has been brought on as a matter of urgency. His Honour made an order under s 1324 of the Corporations Law to enforce compliance by the appellant with the provisions of s 1029. Those provisions, so his Honour held, obliged the appellant to permit the respondent to inspect certain documents referred to in a prospectus issued by the appellant.

Three questions were argued on the appeal. The first question was whether the appellant was obliged by s 1029 of the Corporations Law to make the documents available for inspection by the respondent. The second question was whether, if the answer to the first question was in the affirmative, the respondent had standing to seek relief under s 1324. The third question which only arose if the answers to questions | and 2 were in theaffirmative was whether the Court ought in the exercise of its discretion make the order sought by the respondent. McLelland J answered all three questions in the affirmative.

Having listened to the interesting argument advanced by senior counsel for the appellant, I find myself in complete agreement with the judgment of McLelland J and with his Honour's reasons for judgment. For those reasons which, for the purposes of this appeal, I adopt as my own, I consider the appeal should be dismissed with costs.

Gleeson CJ. The order of the Court will be that the appeal will be dismissed with costs. The stay of proceedings that was previously granted is discharged.

Counsel for the appellant: S D Rares / F Douglas Solicitors for the appellant: Mallesons Stephen Jacques Counsel for the respondent: R McColl / M Burke

Solicitors for the respondent: Rosenblum and Partners

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Judgment (8 paragraphs)

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