A conditional resignation by a co-trustee that is contingent upon the registration of share transfers does not engage the vesting order provisions of s 78(2)(b) or (c) of the Trustees Act 1962 (WA), because no retirement or replacement of a trustee has yet occurred. However, s 1071F(2) of the Corporations Act 2001 (Cth) provides a broader basis for relief, and a company's bare constitutional discretion to refuse transfers, the transferee's insolvency, and the alleged futility of related proceedings do not constitute 'just cause' for refusal.
The full text is available to signed-in members, including the 5 later cases that cite this judgment.