Naidoo v Williamson

(2008) 37 WAR 516; [2008] WASCA 179

Western Australia Court of Appeal

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For Australian Law.

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Interrogate

Catchwords

1. Company Law
2. › Share capital
3. › Calls on unpaid shares
4. › Notice of call
5. › Whether notice must strictly comply with director's resolution
6. › Whether immaterial misdescription of payment address invalidates notice
7. › Articles of Association — construction
1. Company Law
2. › Share capital
3. › Calls on unpaid shares
4. › Default interest
5. › Whether determination of interest rate must be made after default
6. › Construction of Articles of Association
1. Practice and Procedure
2. › Costs
3. › Assignment of cause of action
4. › Costs in favour of non-parties
5. › Whether assignee entitled to costs incurred prior to assignment
6. › Wide discretion of court
7. › Supreme Court Act 1935 (WA), s 37

Quick Take

A notice of call on unpaid share capital is not invalidated by an immaterial misdescription of the payment address where the notice accurately reflects the director's intention and causes no prejudice to the shareholder. Under s 37 of the Supreme Court Act 1935 (WA), a court has jurisdiction to award costs against a party in favour of a non-party assignee of a cause of action, including for costs incurred prior to the assignment, though such orders will be made only in exceptional cases.