Whitehouse v Carlton Hotel Proprietary Limited Case Analysis

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Business and
Corporations Law
(Student Details: )

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Introduction
 The Corporations Act, 2001 (Cth) is a comprehensive
legislation, which is applicable on the corporations working in
the nation.
 Presents the duties and obligations of the officers and directors
of the companies (Latimer, 2016).
 Whitehouse v. Carlton Hotel Proprietary Limited (1987) 162 CLR
285 is a leading case which presents an example of how a
director would be deemed to have contravened the duties,
which are covered under the Corporations Act.

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Background of Case
 Charles Whitehouse had been the governing director of a hotel known
as the Carlton Hotel.
 Charles held full voting shares, which were known as the A class
shares. Mrs. Whitehouse, the wife of Charles Whitehouse, owned B
class shares, which only carried partial voting rights.
 The sons and the daughter of the couple held C class shares and this
class of shares did not hold any voting right.
 After some time, the couple got divorced.
 As a result of it, the sons aligned themselves to the father and the
daughter aligned themselves to the mother (Barker, 2018).

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Background of Case
 Charles Whitehouse began to worry that once he died his ex-wife and
his daughters would get the complete control of the company as his
sons did not have shares with voting rights.
 This led him to issue B class shares to his sons as well, as this class
of shares held voting rights.
 With regards to his shares, he had fallout with his sons, which led
Charles Whitehouse to resolve that his sons had never been given
with B class shares, and also directed that there was a need of
amending the share register.
 This led to the sons of Charles Whitehouse brining a suit against him.