This matter involved numerous claims for declaratory relief including claims that a particular share sales agreement and a shareholders deed be declared void in addition to a number of alterative claims including that the share sales agreement had been terminated. Claims for restitutionary damages and claims pursuant to sections 237 and 243 of the Australian Consumer Law were also made as were claims for oppression and for the appointment of a liquidator. The matter was settled before final hearing.
This matter was transferred from the District Court in 2020 in consequence of jurisdictional issues raised on the pleadings. and raised issues of debt, the validity of a general meeting together with the validity of certain expulsion-related resolutions which were passed at that meeting, allegations of uncommercial conduct and unconscionability. Trust claims were made by way of cross-claim. The claims made by the plaintiff were dismissed and the cross-claim based upon a claim for money had and received was upheld. The decision at first instance was upheld on appeal by the NSW Court of Appeal. This matter is summarised under the Practice Area Headings, Company and Associations Law – disputes involving Corporate Constitution and Practice and Procedure – Transfer of Proceedings contained on this web-site.
This matter involved an application under section 57 of the Federal Court Act 1976 (Cth) and sections 232, 233, 237, 247A, 290, 461 and 1323 of the Corporations Act 2001 (Cth). It also involved an application for declaratory relief concerning the enforceability of an agreement.
This matter involved allegations of uncommercial conduct.
These proceedings involved company oppression/commercial unfairness allegations in the context of a family law dispute.
This long running commercial dispute involved allegations of oppression and uncommercial conduct by a director of a number of companies that operated hotels in Sydney. The matter also involved allegations of breaches of fiduciary duties and causation, breach of duty to act for a proper purpose and the application of the principle in London Loan and Savings Co of Canada v Brickenden [1934] 3 DLR 465. There was also an analysis and application of what constituted informed consent and of appropriate remedies such as Account and entitlement to claim just allowances for skill, expertise and labour in circumstances of breach. The application of limitation periods and equitable defences including, the equitable doctrine of laches was also considered. Voting at meetings of directors was raised as well as the application of the Articles of Association of the companies.
This case involved the question of whether a company’s share register ought to be corrected to record an individual as the holder of a share. Questions as to the proper construction of section 175 of the Corporations Act and what amounted to “a proper instrument of transfer” were raised.
In this matter, the plaintiff sought an order under section 249G of the Corporations Act to call a meeting of the members of the first defendant ("Tuckey"), to consider motions for the removal of the second and fourth defendants as directors and secretaries of the company, and for the appointment of her daughter as a director. In addition, orders were made under section 1319 that the motions put to the meeting be decided by a poll of the members, and that for the purpose of the meeting, the quorum shall be deemed to be the plaintiff alone if the plaintiff is the only member attending the meeting.
This matter concerned a requisition of a general meeting and the validity of proposed resolutions including whether the proposed resolution was for an improper purpose.
This matter involved an application to wind up a company under section 461(1)(k) of the Corporations Act 2001 (Cth) and for orders pursuant to section 232 of the Corporations Act. Questions of meeting procedure were also raised.
This matter involved allegations of oppression and winding up proceedings under the Corporations Act. Questions of valuation of shares and the application of limitations defences were raised as well as whether equitable damages should be payable.
This matter involved a dispute concerning management and shareholding of a proprietary company. Issues of oppression raised as well as quantum of damage and other statutory remedies were involved.
This matter involved a derivative action under the Corporations Act.
