NEW SOUTH WALES COURT ISSUES JUDGEMENT ON ANN THERESE KHOURY V/S KHOURY TAXATION SERVICES, ET AL. CASE

Australia, July 3 -- New South Wales Land and Environment Court issued text of the following judgement on June 3:

1. By Originating Process filed on 27 November 2024, the Plaintiff, Ms Ann Khoury ("Executor"), who is the executor and trustee of the Will of the late Donald Khoury ("Deceased") and has received a grant of probate of the Will, seeks orders under s 1071F of the Corporations Act 2001 (Cth) ("Act") requiring the parties to transfer two ordinary shares held by the Deceased in the First Defendant, Khoury Taxation Services Pty Ltd ("Company") to Ms Jacqueline Nader (to whom I will refer, without any disrespect, as "Jacqueline") and Mr Nathan Khoury (to whom I will refer, without any disrespect, as "Nathan") and ancillary orders.

2. The Second Defendant, Mr George Khoury (to whom I will refer, without any disrespect, as "George"), is one of the two current directors of the Company and owns one-third of the ordinary issued shares in the Company. The Third Defendant, Mr Peter Khoury (to whom I will refer, without any disrespect, as "Peter"), is the other current director of the Company and is the son of Mr Joseph Khoury (to whom I will refer, without any disrespect, as "Joseph"). Joseph previously held one share in the Company and, depending on the resolution of the issues in dispute, may continue to hold that share.

3. By way of background, the Company conducts a business, the activities of which include providing professional accounting services. It is common ground that the Deceased held one ordinary share in the Company and that Jacqueline and Nathan are entitled to a transfer of that share to them. The issue in dispute in the proceedings is whether the Deceased held a second ordinary share in the Company so as to leave that share to them under his Will. It appears to be common ground that the replaceable rules applied to the Company and the parties made submissions on that basis, although that was not admitted in the Defendants' Defence ("Defence") (Defence [2]).

4. It also is common ground (Statement of Claim ("SoC") [7], Defence [3]) that the Company's original directors and shareholders were the Deceased, Joseph and George and that each of them held one ordinary share in the Company. It is also common ground (SoC [9]-[10], Defence [3]) that Peter became a director of the Company on 23 January 2008 and Joseph ceased to be a director on 1 January 2016. It is also common ground (SoC [11]-[12], Defence [3]) that, by his Will dated 11 December 2017, the Deceased left his "shares" in the Company to Jacqueline and Nathan. As I noted above, the primary issue in dispute (SoC [13], Defence [4]) is whether he was then the registered holder of one or two shares in the Company, which could be transferred as the subject of that gift. The Plaintiff relies on the records maintained by the Australian Securities and Investments Commission ("ASIC") in that respect to establish that the Deceased then held two shares in the Company. The parties then plead (SoC [17]ff, Defence [5]) the Executor's request that the Deceased's two shares in the Company be transferred to Jacqueline and Nathan, which was not met where there was a disagreement between the parties as to whether one or two shares should be transferred.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/1973287100f4f17a9e7d860a)

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