Australia, Sept. 3 -- New South Wales Land and Environment Court issued text of the following judgement on Aug. 4:

1. By Further Amended Originating Process filed in Court with leave on 29 July 2025, the Plaintiff, Ms Vittoria Marques (to whom I will refer, without any disrespect, as "Vittoria") seeks an order under s 175 of the Corporations Act 2001 (Cth) ("Act") that the share register of C&V Engineering Co Pty Ltd ("CVE") be corrected to record the members of CVE as being Vittoria and the Defendants, Ms Antonella Pizzolato and Mr Mario Pizzolato (to whom I will refer, without any disrespect, as "Antonella" and "Mario") holding 200 ordinary shares as tenants in common in equal shares. Vittoria also seeks an order under 175 of the Act that the share register of Pizzolato Nominees Pty Ltd ("PNP") be corrected to record the members as Vittoria, Antonella and Mario as tenants in common in equal shares as to two ordinary shares, with Antonella and Mario also each holding an additional one ordinary share in PNP.

2. The parties proceeded on the basis that, as recorded in records maintained by the Australian Securities & Investments Commission ("ASIC"), Mario now holds 200 ordinary shares in CVE (Ex J1, CB 967), which were previously held by the late Mrs Carmela Pizzolato (to whom I will refer, without any disrespect, as "Carmela"), who was the mother of Vittoria, Antonella, and Mario; Antonella holds one and Mario holds three ordinary shares in PNP, two of which were previously held by Carmela (Ex J1, CB 976-977). No transfer of the shares was produced by the Defendants, in response to a notice to produce, although minutes of a board meeting referring to such a transfer were produced. It is not necessary to decide whether the 200 ordinary shares in CVE or the two ordinary shares in PNP were validly transferred or transmitted to Mario from Carmela's estate, in accordance with Pt 7.11 Div 2 of the Act and its requirements, as reviewed in Maertin v Klaus Maertin Pty Ltd (2006) 57 ACSR 714; [2006] NSWSC 588 at [20]ff and Re Khoury Taxation Servies Pty Ltd [2025] NSWSC 568 at [30]ff. I am content to adopt the common assumption made by the parties, where its correctness will make no difference to whether an order should now be made rectifying the share registers of the companies, and it is common ground between the parties that the orders sought by Vittoria should be made if the three defences now pressed by the Defendants are not established.

3. It is also common ground that the Court has jurisdiction to make the orders sought by Vittoria under s 175 of the Act. I summarised the scope of that section in Re Mogul Stud Pty Ltd [2012] NSWSC 1639 at [7] as follows:

"... that section does not itself confer a power to create a register, but assumes that the Court already has such a power at general law: Peninsula Gold Pty Ltd v Sunbeam Victa Holdings Ltd (1966) 20 ACSR 553 14 ACLC 1089 at 1094. In the well known decision of Grant v John Grant & Sons Pty Ltd (1950) 82 CLR 1 at 51, Fullagar J pointed to the discretionary character of the power to order rectification of the register and to the fact that in equity warranty rectification would prima facie be established if a person's name was wrongly included or omitted from the register; the same principle is plainly applicable where, rather than the person's name being omitted, the number of shares attributed to that person is incorrectly recorded, so as to impose a disadvantage on that person or on other shareholders. The principles of rectification at general law are relevant, and those draw attention to where the position as recorded in a document reflects the common subjective intention of the parties: Franklins Pty Ltd v Metcash Trading Ltd [2009] NSWCA 407; (2009) 76 NSWLR 603 at [444] and following."

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/198720252a0946923eae7dad)

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