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In the matter of Candy-Vend Pty Limited [2020] NSWSC 1735
“No oppression? No relief.”
___
A Co had 5 shareholders, all brothers, and owned some property.
Two brothers, the Ps, said the conduct of the Co was oppressive and sought relief.
They had a number of complaints. One was about about dividends not being paid.
In fact, dividends (in the form of reduced loans) were paid. But even if they were not it would not be oppressive: the Co held substantial property expected to increase in value, and in any case an absence of dividends would be evenly shared across all shareholders: [41]
The narrowness of the company’s affairs (merely owning a property) meant the lack of trust between parties was not oppressive: [46], [47]
The plaintiffs valued the Co with all loans including those owed by the Ps (thus increasing its value). The Co claimed those loans in an XC. The Ps said that was oppressive.
Where the Ps used the loans to increase the value of the Co, it was not oppressive for the Co to seek payment: [50]
Even if there had been oppression, the Court considered the “property relief” was not appropriate: [52], [53]
Not all the shareholders were joined to the claim meaning while the Court might have the power to wind up, it shouldn’t as a matter of procedural fairness: [54]
The oppression claim failed.
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By James d'Apice
5
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“No oppression? No relief.”
___
A Co had 5 shareholders, all brothers, and owned some property.
Two brothers, the Ps, said the conduct of the Co was oppressive and sought relief.
They had a number of complaints. One was about about dividends not being paid.
In fact, dividends (in the form of reduced loans) were paid. But even if they were not it would not be oppressive: the Co held substantial property expected to increase in value, and in any case an absence of dividends would be evenly shared across all shareholders: [41]
The narrowness of the company’s affairs (merely owning a property) meant the lack of trust between parties was not oppressive: [46], [47]
The plaintiffs valued the Co with all loans including those owed by the Ps (thus increasing its value). The Co claimed those loans in an XC. The Ps said that was oppressive.
Where the Ps used the loans to increase the value of the Co, it was not oppressive for the Co to seek payment: [50]
Even if there had been oppression, the Court considered the “property relief” was not appropriate: [52], [53]
Not all the shareholders were joined to the claim meaning while the Court might have the power to wind up, it shouldn’t as a matter of procedural fairness: [54]
The oppression claim failed.
If you'd like to contact me my socials are: https://www.linkedin.com/company/coff... https://www.youtube.com/channel/UCzo6... https://www.instagram.com/coffeeandac... https://www.facebook.com/CoffeeandaCa... https://podcasts.apple.com/au/podcast... https://twitter.com/coffeeandacase1?l...
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