GA and RG Horn Pty Ltd [2021] NSWSC 210

“Hey! Give me those shares!”

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P, executor and sole beneficiary of an estate, pressed D to register the transmission of shares to them.

P did this by sending 2 letters in January. When the letters didn’t bear fruit, P commenced proceedings in mid-February: [2]

Later in February solicitors for D’s directors (but not for D) indicated instructions had been or would shortly be given for the transmission to be registered: [3]

The transmission happened, and P successfully applied to have the proceedings dismissed save as to costs: [6]

P argued that D should pay P’s costs because D had capitulated, and that it was reasonable to commence proceedings because that outcome was only achieved after the Court got involved: [8]

The Court did not find D’s failure to transmit earlier to be unreasonable.

P had not made clear in P’s first January letter whether they sought the share transfer as beneficiary or as executor: [11]

P’s second January letter was clearer but it was not unreasonable for D to take some time to consider: [12]

The Court found it was not unreasonable for P to commence proceedings so quickly, but that it would have been preferable for P to give further notice before doing so: [14]

The Court held each party ought to pay their own costs: [15] - [17]