The Food Improvers Pty Limited v BGR Corporation Pty Ltd (No 3) [2007] FCA 97

FEDERAL COURT OF AUSTRALIA

The Food Improvers Pty Limited v BGR Corporation Pty Ltd (No 3) [2007] FCA 97 CORPORATIONS – membership, rights and remedies – members' remedies and internal disputes – oppressive or unfair conduct – what constitutes – conduct of, or relating to directions – where closely held corporation – whether majority shareholder engaged in oppressive conduct within the meaning of s 232 of the Corporations Act 2001 (Cth) – whether winding up just and equitable under s 461(1)(k) of the Corporations Act 2001 (Cth) – removal of minority shareholder from position of director – exclusion from decision-making and cessation of payment for work performed in executive capacity – destruction of quasi-partnership relationship – company paying for legal fees for majority in defence of minority claim PRACTICE – jurisdiction – inherent jurisdiction – officers and processes of court – restraining solicitors from acting – right of audience – solicitor a material witness – beneficial pecuniary interest in outcome of litigation – where motion to enjoin solicitor from acting filed and solicitor continued to act LEGAL PRACTITIONERS – solicitors – proceedings on behalf of client – solicitor a material witness – evidence and conduct likely to be scrutinised – beneficial pecuniary interest in outcome of litigation – where motion to enjoin solicitor from acting filed and solicitor continued to act Held – corporation's affairs found to be conducted in a manner oppressive to minority shareholder; just and equitable to wind up corporation Corporations Act 2001 (Cth) ss 232, 233, 461(1)(k) Dynasty Pty Ltd v Coombs (1995) 59 FCR 122 applied Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 applied Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd (2001) 37 ACSR 672 applied In re A Company [1999] 1 WLR 1092 considered Kallinicos v Hunt (2005) 64 NSWLR 561 considered Re DG Brims & Sons Pty Ltd (1995) 16 ACSR 559 cited Scottish Meyer Cooperative Wholesale Society Ltd v Meyer [1959] AC 324 cited Tay Bok Choon v Tahansan Sdn Bhd [1987] 1 WLR 413 applied Wayde v New South Wales Rugby League Ltd (1985) 180 CLR 459 cited