Passey v South American Trading Company Pty Ltd as trustee for the Gardner Family Trust No 4 [2022] FCA 295

Federal Court of Australia

Passey v South American Trading Company Pty Ltd as trustee for the Gardner Family Trust No 4 [2022] FCA 295 File number(s): QUD 396 of 2020

Judgment of: DOWNES J

Date of judgment: 29 March 2022

Catchwords: CORPORATIONS – oppression proceedings – shares transferred to plaintiff pursuant to consent order of Family Court – plaintiff obtained financial records and shareholders' agreements prior to becoming shareholder – plaintiff also had access to company's records on request – after becoming shareholder, plaintiff alleged oppression in relation to business decisions made and agreements entered previously which had consent of all directors and shareholders – plaintiff also made allegations about failure to buy her shares according to formula in shareholders' agreement to which she was not a party – plaintiff able to sell shares to third party – oppression not established

Legislation: Corporations Act 2001 (Cth) ss 53, 180, 181, 182, 232, 233 Income Tax Assessment Act 1936 (Cth) Div 7A

Cases cited: Allways Resources Holdings Pty Ltd v Samgris Resources Pty Ltd (2017) 121 ACSR 1; [2017] QSC 74 BAM Property Group Pty Ltd as trustee for BAM Property Trust v Imoda Group Holdings Pty Ltd [2019] FCA 1192 Catalano v Managing Australia Destinations Pty Ltd (2014) 314 ALR 62; [2014] FCAFC 55 Exton v Extons Pty Ltd (2017) 53 VR 520; [2017] VSC 14 Hillam v Ample Source International Ltd (No 2) (2012) 202 FCR 336; [2012] FCAFC 73 Hylepin Pty Ltd v Doshay Pty Ltd (2020) 148 ACSR 30; [2020] FCA 1370 Hylepin Pty Ltd v Doshay Pty Ltd (2021) 156 ACSR 562; [2021] FCAFC 201 Power v Ekstein (2010) 77 ACSR 302; [2010] NSWSC 137 Smith Martis Cork & Rajan Pty Ltd v Benjamin Corporation Pty Ltd (2004) 207 ALR 136; [2004] FCAFC 153 Wayde v New South Wales Rugby League Limited [1985] HCA 68; (1985) 180 CLR 459 Wilmar Sugar Australia Limited v Mackay Sugar Limited (2017) 120 ACSR 1; [2017] FCAFC 40