Sons of Gwalia Ltd v Margaretic

Companies – Winding-up - Proof and ranking of claims - Claim by member against company for damages for misleading or deceptive conduct inducing purchase of shares - Relevance of Houldsworth v City of Glasgow Bank (1880) 5 App Cas 317 ("Houldsworth") - Whether Houldsworth established a principle of common law precluding a member from proving in the winding-up of a company for damages for misrepresentation inducing the acquisition of shares where the member has not rescinded the contract pursuant to which the shares were purchased and where rescission is no longer available by reason of the company's insolvency - Whether any such common law principle is part of Australian law.

Companies – Winding-up - Proof and ranking of claims - Claim by member against company for damages for misleading or deceptive conduct inducing purchase of shares - Whether claim admissible to proof under s 553(1) of the Corporations Act 2001 (Cth) ("the Act") - Whether circumstances giving rise to claim occurred before the "relevant date".

Companies – Winding-up - Proof and ranking of claims - Claim by member against company for damages for misleading or deceptive conduct inducing purchase of shares - Whether claim postponed by s 563A of the Act as a debt owed by the company to the member in that person's "capacity as a member".

Statutes – Construction - Section 563A of the Act - Whether claim postponed as a debt owed by the company to a member in that person's "capacity as a member" - Relevance of history of previous statutory provisions - Relevance of apparent purpose and policy of the Act - Relevance of context of contested provision - Relevance of alternative and foreign statutory provisions - Relevance of coherent approach to construction of corporate insolvency provisions.

Words and phrases – "capacity as a member".

Corporations Act 2001 (Cth) – ss 553(1), 563A.