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SGH Ltd v Commissioner of Taxation [2002] HCA 18 | Case summary | Zoe

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Home/Cases/[2002] HCA 18

CTHHCA

SGH Ltd v Commissioner of Taxation

[2002] HCA 18

High Court of Australia|2001-12-06|Before: Gleeson CJ, Callinan JJ, Hayne JJ

View original source

At a glance

Source facts

Court

High Court of Australia

Decision date

2001-12-06

Before

Gleeson CJ, Callinan JJ, Hayne JJ

Catchwords

SGH Ltd v Commissioner of Taxation

Source

Original judgment source is linked above.

Catchwords

SGH Ltd v Commissioner of Taxation

Judgment (21 paragraphs)

[138]

The application of s 114 was raised but not argued in Allders International Pty Ltd v Commissioner of State Revenue (Vict) (1996) 186 CLR 630 at 643, 666. That was a case involving the purported imposition of a State stamp duty law upon a lease of shop premises upon land held by a federal authority for federal purposes. ↑

[139]

cf South Carolina v United States 199 US 437 (1905); National League of Cities v Usery 426 US 833 (1976). ↑

[140]

The Canadian cases have not generally developed a distinction between commercial and non-commercial activities of governmental corporations: Re City of Toronto and Canadian Broadcasting Corporation [1938] OWN 507; Hogg, Constitutional Law of Canada, 4th ed, (1997) at 620-624; Laskin's Canadian Constitutional Law, 5th ed, (1986) vol 2 at 840-846; cf Re Exported Natural Gas Tax [1982] 1 SCR 1004 at 1079. ↑

[141]

State Bank Case (1992) 174 CLR 219 at 231-232 referring to Heiner v Scott (1914) 19 CLR 381 at 392 per Griffith CJ. ↑

[142]

State Bank Case (1992) 174 CLR 219 at 230-231. ↑

[143]

Melbourne Corporation v The Commonwealth (1947) 74 CLR 31 at 52; Bank of NSW v The Commonwealth (1948) 76 CLR 1; State Bank of NSW v Commonwealth Savings Bank of Australia (1986) 161 CLR 639 at 644. ↑

[144]

The Federated Amalgamated Government Railway and Tramway Service Association v The New South Wales Railway Traffic Employés Association (1906) 4 CLR 488. ↑

[145]

State Authorities Superannuation Board v Commissioner of State Taxation (WA) (1996) 189 CLR 253 at 284. ↑

[146]

Inglis v Commonwealth Trading Bank of Australia (1969) 119 CLR 334 at 338 per Kitto J; State Bank of NSW v Commonwealth Savings Bank of Australia (1986) 161 CLR 639 at 644. ↑

[147]

Inglis v Commonwealth Trading Bank of Australia (1969) 119 CLR 334 at 337-338; State Bank of NSW v Commonwealth Savings Bank of Australia (1986) 161 CLR 639 at 644. ↑

[148]

Joint reasons at [1]-[2]; reasons of Gummow J at [37]; reasons of Callinan J at [112]-[122]. ↑

Queensland Parliamentary Debates, Legislative Assembly, 13 April 1976 at 3640. ↑

Queensland Parliamentary Debates, Legislative Assembly, 13 April 1976 at 3640. ↑

Pursuant to Financial Administration and Audit Act 1977 (Q), s 106. ↑

Inglis v Commonwealth Trading Bank of Australia (1969) 119 CLR 334 at 341; State Bank of NSW v Commonwealth Savings Bank of Australia (1986) 161 CLR 639 at 645, 651. ↑

Re Australian Education Union; Ex parte Victoria (1995) 184 CLR 188 at 232. ↑

SGH Limited was established under a different name but it is convenient to refer to it as SGH Limited ("the applicant"). It is also now a company subject to the companies legislation. ↑

State Government Insurance Office (Queensland) Act 1960 (Q) and Suncorp Insurance and Finance Act 1985 (Q). ↑

Bank of NSW v The Commonwealth (1948) 76 CLR 1 at 274; Inglis v The Commonwealth Bank of Australia (1969) 119 CLR 334 at 339; Superannuation and Investment Trust v Commissioner of Stamp Duties (SA) (1979) 145 CLR 330; State Bank of New South Wales v Commonwealth Savings Bank of Australia (1986) 161 CLR 639; Deputy Commissioner of Taxation v State Bank (NSW) (1992) 174 CLR 219. ↑

See the definition of "director" in the Corporations Law (Cth) s 9, which covered persons not validly appointed as a director, but who acted in the position of director, or in accordance with whose instructions or wishes the directors of the company or body were accustomed to act. ↑

The general rule is that directors are bound to act solely in the interests of the shareholders as a whole and not for a class of shareholders. See Pilmer v Duke Group (In Liq) (2001) 75 ALJR 1067 at 1071 [18]; 180 ALR 249 at 255. ↑

Parties

Applicant/Plaintiff:

SGH Ltd

Respondent/Defendant:

Commissioner of Taxation

Legislation Cited (10)

Taxation Administration Act 1953(Cth)

Judiciary Act 1903(Cth)

Income Tax Assessment Act 1936(Cth)

Acts Interpretation Act 1901(Cth)

Companies Act 1938(Vic)

State Bank Act 1981(NSW)

Railways Act 1854(NSW)

Victorian Railways Commissioners Act 1883(Vic)

Savings Banks Act 1890(Vic)

Law and Justice Legislation Amendment Act 1997(Cth)

Cases Cited (51)

(1953) 90 CLR 425 at 438 per Williams ACJ, Fullagar and Kitto JJ. See also Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 at 837‑838 per Lord Wilberforce; Whitehouse v Carlton Hotel Pty Ltd (1987) 162 CLR 285 at 289‑290 per Mason, Deane and Dawson JJ. ↑

Whitehouse v Carlton Hotel Pty Ltd (1987) 162 CLR 285 at 291; Levin v Clark [1962] NSWR 686. ↑

Great West Saddlery Co v The King [1921] 2 AC 91 (PC); Attorney-General of British Columbia v Attorney-General for Canada [1924] AC 222 (PC); Caron v The King [1924] AC 999 at 1006 (PC); Attorney-General of Alberta v Attorney-General for Canada [1939] AC 117 (PC); Reference re Debt Adjustment [1942] SCR 31 affd [1943] AC 356 (PC); The Canadian decisions have sometimes adopted an even wider view of the immunity than has been adopted by this Court: Morabito, "The Constitutional Restriction on Taxes Imposed on Crown Property", (1998) 1 Journal of Australian Taxation 41 at 55-56. ↑

City of Halifax v Halifax Harbour Commissioners [1935] SCR 215. ↑

In the context of the interpretation of ordinary legislation this Court has repeatedly said that it is a mistake to dissect statutory provisions into words and phrases. The ordinary unit of communication in the English language is the sentence: Collector of Customs v Agfa-Gevaert Ltd (1996) 186 CLR 389 at 396-397; Minister for Immigration and Multicultural Affairs v Khawar [2002] HCA 14 at [109]. There is no reason to adopt a different approach to constitutional interpretation. ↑

Cited By (6)

Australian Pesticides and Veterinary Medicines Authority v Arnica Pty Ltd

Australian Postal Corporation v Williams

Landcom v Commissioner of Taxation

Queanbeyan City Council v ACTEW Corporation Ltd

Wong v Commonwealth of Australia

(1953) 90 CLR 425

(1992) 174 CLR 235

(1969) 119 CLR 334

(1992) 174 CLR 219

(1906) 4 CLR 488

(1914) 19 CLR 457

(1947) 74 CLR 31

(1948) 76 CLR 1

(1981) 146 CLR 559

(1982) 149 CLR 282

(1979) 145 CLR 330

(1986) 161 CLR 639

(1987) 162 CLR 285

(1949) 79 CLR 428

(1984) 158 CLR 622

(2000) 202 CLR 479

(1999) 199 CLR 462

(2001) 75 ALJR 992

(1999) 196 CLR 392

(1999) 198 CLR 334

(1996) 189 CLR 253

(1971) 122 CLR 353

(1904) 1 CLR 208

(1908) 5 CLR 818

(1920) 28 CLR 129

(1995) 184 CLR 188

(1985) 159 CLR 192

(1962) 108 CLR 372

(1997) 190 CLR 410

(2000) 202 CLR 133

(2000) 203 CLR 136

(1937) 57 CLR 327

(1953) 89 CLR 229

(1986) 160 CLR 171

(1999) 198 CLR 511

(1967) 122 CLR 152

(1987) 162 CLR 74

(1904) 1 CLR 91

(1915) 20 CLR 148

(1986) 160 CLR 430

(1987) 163 CLR 329

(1996) 186 CLR 389

(1976) 135 CLR 530

(1996) 186 CLR 630

(1914) 19 CLR 381

(2001) 75 ALJR 1067