Corporate oppression and wine in a can! Hooray!  

(Lots in this one. Broad brushstrokes only, I’m afraid.)  

An Australian co, ACo, sells wine in a can. A Japanese co, JCo, produces cans. 

One of JCo’s subsidiaries, JSub, competes with ACo, especially in China and Japan.  In 2012, JCo bought 60% of the shares in ACo. JCo entered into an agreement with the other ACo shareholders including a good faith term.  JSub continued to compete with ACo. ACo asserted JSub was required to pay it licence fees for its wine tech. ACo’s financial performance slackened. Tensions rose. Relationships broke down. A deadlock emerged.  JCo commenced proceedings seeking to wind up ACo.  

The other shareholders in ACo commenced a s232 oppression suit seeking a share sale.  

First instance: oppression suit dismissed, including on the basis that the good faith term was not breached.   

On appeal the oppression point was pressed.  Held: a majority shareholder can be found to have acted oppressively, even if it does not breach any agreement: [142]. 

However, the Court distinguished the facts from an analogous 1950s decision about rayon manufacturing: [147].   On foundations including that above, the conduct was found not to be commercial unfair; not oppressive: [154].   The appeal was dismissed.