Benjamin Corporation Pty Ltd v Smith Martis Cork & Rajan Pty Ltd [2003] FCA 1471

FEDERAL COURT OF AUSTRALIA Benjamin Corporation Pty Ltd v Smith Martis Cork & Rajan Pty Ltd [2003] FCA 1471

CORPORATIONS– oppression of minority shareholder – whether corporation's affairs conducted in a manner oppressive to, or unfairly prejudicial to, or unfairly discriminatory against minority shareholder – whether conduct sufficiently unfair from a commercial viewpoint – four individuals used shelf company to acquire business – subscribed the capital required to conduct the business by taking equal allotment of shares – each individual appointed as a director – no other directors appointed – each worked in the business – company's business conducted by them for ten years – one individual appointed managing director – other three individuals decided summarily to dismiss him as managing director and as a director and to remove him from the management of the affairs of the company – three months later they caused the company to dismiss him from its employment – whether that course of conduct was justifiable – whether a quasi-partnership – orders made for acquisition of minority interests. Corporations Act 2001 (Cth), ss 232-234 O'Neill v Phillips [1999] 1 WLR 1092 applied Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 applied Walker v Wilsher (1889) 23 QBD 335 applied Unilever PLC v The Procter & Gamble Co [2000] 1 WLR 2436 referred to Re Turf Enterprises Pty Ltd [1975] Qd R 266 referred to In Re Daintrey; Ex parte Holt [1893] 2 QB 116 referred to South Shropshire District Council v Amos [1986] 1 WLR 1271 referred to Wayde v New South Wales Rugby League Ltd (1985) 180 CLR 459 applied Morgan v 45 Flers Avenue Pty Ltd (1986) 10 ACLR 692 applied Dynasty Pty Ltd v Coombs (1995) 59 FCR 122 applied Mordecai v Mordecai (1988) 12 NSWLR 58 applied Ferrari Investment (Townsville) Pty Ltd (in liq) v Ferrari [2000] 2 Qd R 359 applied Shamsallah Holdings Pty Ltd v CBD Refrigeration and Airconditioning Services Pty Ltd [2001] WASC 8 applied MT Associates Pty Ltd v Aqua-Max Pty Ltd (No 2) [2000] VSC 78 applied