Sheehy v Nuix Pty Ltd [2023] FCA 56

Federal Court of Australia

Sheehy v Nuix Pty Ltd [2023] FCA 56 File number(s): NSD 1168 of 2020

Judgment of: HALLEY J

Date of judgment: 7 February 2023

Catchwords: CORPORATIONS – where applicant was granted options exercisable upon sale of respondent business – where respondent undertook share split pursuant to s 254H of Corporations Act 2001 (Cth) (Corporations Act) – where respondent conducted initial public offering (IPO) – where applicant sought to exercise options after IPO – whether consent judgment entered in prior proceedings in Supreme Court of New South Wales precludes applicant from advancing causes of action – whether applicant precluded by res judicata/cause of action estoppel, issue estoppel, Anshun estoppel or abuse or process –whether term implied into renegotiation of applicant's remuneration package (2008 Option Agreement) that there was to be a proportionate adjustment to conversion ratio between options and shares in event of share split (Implied Term) – whether implication from express terms or to give business efficacy to agreement – whether changes in respondent shareholding constituted sale of business – whether respondent breached 2008 Option Agreement – whether respondent not accepting applicant's notice to exercise options was oppressive contrary to s 232 of Corporations Act – whether respondent's conduct was unconscionable contrary to s 21 of the Australian Consumer Law – where applicant precluded by doctrine of Anshun estoppel from pursuing causes of action – where not necessary to prove detrimental reliance as an additional element to establish Anshun estoppel – where respondent conduct was not unconscionable or oppressive – where Implied Term necessary to give business efficacy to 2008 Option Agreement – where respondent did not breach 2008 Option Agreement as sale of respondent business has not occurred – originating process dismissed