“You stole the Co’s koala client base! That’s not good faith.”
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P, one of 3 equal shareholders in a Co operating a vet surgery, sought to bring a derivative action on the Co’s behalf.
The other 2 shareholders were the Co’s Dirs. D1 was a vet, and P’s former spouse. D2 was an E’ee of the vet clinic.
The Co offered traditional vet services as well as “rehabilitation” services; chiropractic and acupuncture: [6]
In 2019 P and D1’s marriage deteriorated. In 2021, P sought family law property orders. In 2022 the marriage was dissolved: [7]
As part of the family law litigation, all parties contemplated P selling their shares to D1 and D2: [8], [9]
In 2021, P’s was dismissed by the Co for alleged serious misconduct. No payment was made for annual leave (the Co saying it had all been used) or in lieu of notice (due to the alleged serious misconduct): [12] - [14]
One of the Co’s leading clients was a local koala hospital. P sought to siphon off this koala work (to the detriment of the Co) while still a Dir of the Co. (P was indeed later employed by the koala hospital, with the Co losing that work): [16] - [34]
D1 and D2 incorporated a new company and diverted the Co’s “rehabilitation” services away to it: [48] - [59]
The Court found it was likely the family law proceedings would lead to orders that P sell his shares in the Co to D1 and D2: [63]
P threatened bringing a derivative suit regarding the new “rehabilitation” company being a breach of the Ds’ directors duties if his claimed employment entitlements were not paid. They remained unpaid. The proceedings were brought. The Court accepted the derivative suit was brought by P to apply pressure to seek his unpaid claimed employment entitlements: [73] - [76]
The Court (with respect, quickly) concluded leave to bring the derivative suit should not be granted: [77]
The Court accepted the Co would not bring the claim, that there was a serious question as to whether the Ds breached their duties, and that notice had been given: [78]
The Court found the derivative suit would not be in the best interests fo the Co and was not brought in good faith: [79]
The Court found the derivative suit unnecessary and “pointless” as the issues relation to the Co’s value and the new “rehabilitation” business were to be litigated in the family law proceedings: [84], [86]
A “parallel” between family law proceedings and a derivative suit will not always stand in the way of the latter succeeding: [84]
Regarding best interests, granting leave would distract D1 and D2 from continuing to build the Co: [87]
Regarding good faith, P did not come in good faith because the claim was pointless and unnecessary, and because it was brought to secure employment entitlements - an abuse of process: [88]
Leave was not granted.

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“Your Honour, would it be OK if I entered into this deed?”
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Long-running litigation was on foot relating to, among other things, land with a value of around $40m.
By NoM, a receiver appointed by the Court to the relevant Ds in the litigation sought the Court’s advice about whether they would be justified entering into a Deed settling all the pieces of litigation: [12], [15]
The receiver relied on evidence, including confidential advice from counsel on the nature of the settlement: [17]
Some earlier claims, being a portion of the matters in dispute, were settled in a deed 2019: [23]
Some orders in the proceedings were made in May 2023. The Ps filed a Notice of Appeal in respect of them: [30]
Various negotiations followed by correspondence leading to a proposed draft Deed: [31] - [36] 
That was the question before the Court in this matter: whether the receiver would be justified in settling the dispute on the proposed terms. 
There is settled law that a Court can give advice and direction to a Court-appointed receiver in a manner analogous to judicial advice given to a trustee: [37]
The law relating to judicial advice to trustees was relevant with the question of whether a claim can be settled on certain terms being a well-recognised area for the giving of advice: [41]
The Court noted the complexity of the dispute: originating in 1948, proceedings commenced in 2013, 4 years of mediation leading to only partial settlement in 2019, a valuable underlying asset: [43]
The Court said the giving of its advice required a comparison of the position if the deed was entered into versus the position if it was not: [47]
The draft Deed contemplated that all proceedings would be dismissed, mutual releases provided, and all parties bearing their own costs - a “walk away”: [48]
The 2019 deed included releases for costs related to the litigation, but not "additional costs": [49]
Considerable attention was paid to the implication of the releases if the draft Deed was entered into including a claim the “additional costs” outside the bounds of the 2019 Deed: [50] - [58]
The draft Deed would also see the receiver releasing any rights to enforce a damages undertaking made by the Ps in relation to a 2013 interoloctory injunction: [60] - [63]
Ultimately, providing releases of the “additional costs” claim and the damages undertaking were commercial considerations for the receiver: [59], [64]
If the Deed was rejected outstanding risks would remain, including the outcome of the impending appeal, and the difficulty recovering costs in the face of the 2019 Deed: [65] - [68]
The Court considered it would be reasonable for the receiver to enter into the Deed, giving the judicial advice sought: [69], [70]

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“Hey! That was the Co’s opportunity to sell baby formula!”
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A Co that made infant formula had two shareholders: P as to 51%, DCo as to 49%: [1], [2]
DCo was controlled by a married couple – D1 and D2 – who had roles including as the Co’s former director and former CEO: [3]
P alleged D1 and D2 breached their duties to the Co: [4]
P said D1 and D2 caused an opportunity for the Co to promote and distribute a certain brand of infant formula to be diverted away from the Co, and toward entities related to D1, D2 and members of their family: [5] – [10]
P said D1 and D2 caused the Co to transfer ownership of its trademarks to entities related to them: [11] – [15]
P said D1 and D2 caused the Co to make payments to entities related to them based on fraudulent invoices and otherwise improperly: [16]
P said the entities related to the Ds were aware of these breaches and knowingly took the benefit: [18], [19]
P sought leave to bring a derivative suit to agitate these claims, and also alleged s232 corporate oppression: [23], [24]
Interim freezing orders were made pending the outcome of this application: [24]
The Court considered the five s237(2) criteria in relation to the proposed derivative suit.
The 1st (the Co probably not commencing the proceedings), 2nd (the P coming in good faith on the basis that increasing the Co’s value would increase their shares’ value), 4th (the P showing there was a serious question to be tried) and 5th (the Ds had notice of the claim) were all met: [32] – [37]
This left the question of whether the granting of leave would be in the best interests of the Co.
P submitted that the nature of the claim, and its prospects, were so compelling in the context of the Co’s affairs that a grant of leave would be in the Co’s best interests even if supported by only a limited indemnity from P: [41], [42]
The proceedings were likely to be factually and legally complex with claims against multiple defendants and an estimated 16 days needed for the final hearing: [45]
The Court found that any grant of leave to P ought to include an indemnity from P to the Co for any adverse costs orders, but not to the extent pressed for by the Ds: [46]
Many of the relevant Ds were based in China. The cost of enforcing the judgment in China was uncertain (as were the prospects – with expert evidence suggesting no judgment of an Australian Court had been registered and enforced by a Chinese Court). The Court found it would only be in the best interests of the Co for leave to be granted if P indemnified the Co in respect of this cost: [47]
Leave was granted to P to bring the derivative suit, conditional upon the indemnities being provided: [78]

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This one concerns the law of partnership and the disputes that arise in that area and has the following structure:

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“Restrain our (former?) partner from competing with us!”
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In 2020, the Ps entered into a partnership agreement with D1 to run an accounting practice: [3]
In 2022, D1 incorporated D2: [4]
Ps wanted the Court’s help to immediately stop D1 and D2 from chasing the Ps’ clients: [5] - [8]
The partnership agreement had various restrictions including on partners not trading as accountants for 2 years after the end of the agreement in the relevant area: [46]
RE whether the Ps had a prima facie case (the first of the two interloc injunction criteria) the Court gave a (respectfully) excellent summary of the applicable restraint of trade principles: [66]
This matter concerned restraining a *partner*, not an employee, however the Court held the same general principles apply: [70]
The Ps gave evidence saying in May 2022 D1 indicated a planned resignation: [72]
The Ps sent an internal email regarding the resignation saying it would be effective on 30 June 2022. D1 was CC’d and made no objection to the email at the time: [75], [77]
In December 2022, D1 ceased receiving partnership drawings and was “cut off” from IT systems, clients and staff without notice: [88]
In January 2023, D1 commenced employment apparently by a firm with a similar name to D2, but later continued to hold himself out as a partner of the partnership in some contexts: [92], [93] 
In March 2023, an employee of the firm resigned, giving the reason they were following D1 to their new firm, D2: [94], [95]
At around that time, a client of the firm said they were approached by D1 and sought clarification. This galvanised the Ps into action: [96], [97]
A number of the firm’s clients indicated they were following D1 to give their work to D2: [100] - [105]
In May 2023, the Ps’ lawyers wrote to D1 asserting a breach of partnership obligations: [112]
There was contested evidence about the timing of D1’s resignation, or whether he resigned at all! D1 remained listed on the firm website in 2023 but for the purposes of the interloc application, the Court finds there is a prima facie case D1 has resigned: [114] - [129]
Following argument about whether a clause precluded D1 from soliciting the firm’s clients or (more broadly) competing with the firm at all - the Court accepted it was arguable that the covenant against competition (the broad one) was enforceable: [130] - [134]
Evidence showing clients of the firm withdrawing work on account of D1’s conduct was found to ground an arguable position that D1 had breached the partnership agreement: [148]
The Court accepted, too, that there was evidence of a prima facie case to restrain D2 noting a covenanter cannot evade a covenant simply by creating a new entity: [151], [160]
In relation to the balance of convenience the Court accepted there was evidence D1 would suffer financial hardship, and that there was evidence the Ps would suffer loss. On balance the Court considered injunctive relief appropriate and made the orders sought: [171]

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This one concerns s236 of the Corporations Act 2001 (Cth) and has the following structure:

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This one covers corporate oppression pursuant to s232 of the Corporations Act 2001 (Cth) using the structure:

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“You complied with the contract by paying someone else, but pay me too!”
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P and their (then) spouse, X, agreed to lend $1m to D. The money - which was actually P’s solely - was lent: [1]
X directed D to repay the money into one of X’s accounts. D did so. At this time P and X were separated. They later divorced: [2]
P sued X for the money and, X having been made bankrupt, expects receive under $20K from X on account of their claim: [4]
P went on to sue D alleging breach of the agreement and negligence: [5]
D said X had actual or ostensible authority to direct the payment. D also said that by suing X, P made an election to pursue X rather than P and so ratified X’s conduct: [6]
D was a developer. When P and X were introduced to D they were asked for a refundable for a development, and nominated a joint bank account for the refund if necessary: [8]
X agreed to buy a unit in the development and later added P’s name. There were subsequent EOIs for other units: [9], [10]
P and X entered into a note facility agreement with D: [17]
X provided D with $1m in bank cheques - the $1m being P’s money X held on trust: [18]
Interest was initially paid into a P and X joint account: [19]
X sought for refundable deposits to be repaid to an account of his choosing, which they were: [21]
P introduced herself to D and had various discussions about possible developments, the refunded deposits, and disclosed the marital difficulties between P and X: [23] - [28]
Ahead of the expiry of the notes facility, D asked X where the $1m should be repaid. X nominated an account that was solely X’s and it was paid there: [31], [32]
P pursued X for the $1m, and X was bankrupted on P’s application: [35], [36]
P now turned their attention to suing D.
Two questions arose. Did D discharge its obligations by paying X? By suing X did P make an election from which the couldn’t resile?: [37]
After giving the issue lengthy consideration, the Court found D was OK to make payment to an acct nominated by the “Lender”, and that X’s nomination met this: [52], [56], [68]
X did not have authority to nominate on P’s behalf *BUT* D nonetheless complied with the contract by making payment *HOWEVER* the question of whether P was still entitled to pursue D for the debt remained: [69]
An act done without authority can be ratified by the person on whose behalf the act was done: [72]
Once ratification happens, the principal cannot then exercise rights that are inconsistent with the ratification: [73]
P original claim against X proceeded on the basis that P had rights to bring the claim against X. By making that claim, and seeking to enforce that judgment P ratified the acts of X: [78]
P did not dispute this analysis specifically, but pursued D on the basis of a breach of contract. This claim failed. By repaying X, D had complied with their contractual obligations: [79]
The application was dismissed with P obliged to pay D’s legal costs: [90]

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