In company title residential buildings, a major redevelopment that materially alters the character of the building as a whole (not just the specific unit) engages the variation of rights clause and requires the consent of affected shareholders. A company's objects clause permitting development does not override specific class rights provisions in the articles. Where a court finds on the balance of probabilities that a share buy-back would have occurred but for the breach, damages are assessed conventionally and not as a loss of chance. Bathurst CJ left open whether breach of the s 140 statutory contract gives rise to a damages claim, and whether s 1324(10) permits damages without an injunction being sought.
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