Sharif v Vitruvian Investments Pty Ltd (No 4) [2023] FCA 1172

Federal Court of Australia

Sharif v Vitruvian Investments Pty Ltd (No 4) [2023] FCA 1172 File number: WAD 127 of 2022

Judgment of: COLVIN J

Date of judgment: 29 September 2023

Catchwords: CORPORATIONS - disposition of relief following trial judgment in which claim of oppression upheld - where judgment in favour of plaintiff - where parties disagree about final orders - orders made to remove consequences of oppressive conduct against plaintiff and not afford plaintiff a windfall gain - orders made for transfer of shares for nominal consideration

Legislation: Corporations Act 2001 (Cth) s 232 Income Tax Assessment Act 1997 (Cth) ss 100-25, 104-10

Cases cited: Sharif v Vitruvian Investments Pty Ltd (No 3) [2023] FCA 920

Division: General Division

Registry: Western Australia

National Practice Area: Commercial and Corporations

Sub-area: Commercial Contracts, Banking, Finance and Insurance

Number of paragraphs: 25

Date of hearing: Determined on the papers

Counsel for the Plaintiff: Mr MC Goldblatt with Mr JC Slack-Smith

Solicitor for the Plaintiff: Hall & Wilcox

Solicitor for the Defendants: Bennett

ORDERS WAD 127 of 2022

BETWEEN: AHMAD WALID OBAID SHARIF Plaintiff

AND: VITRUVIAN INVESTMENTS PTY LTD (ACN 630 548 846) First Defendant

JONATHAN CHARLES GREGORY Second Defendant

J & S GREGORY PTY LTD (ACN 163 712 598) Third Defendant

VFORMTRAIN PTY LTD (ACN 641 497 323) Fourth Defendant

order made by: COLVIN J DATE OF ORDER: 29 Septembr 2023

THE COURT ORDERS THAT:

1. Pursuant to s 233 of the Corporations Act 2001 (Cth), within three business days from the date of this order: (a) the third defendant deliver to the plaintiff a share transfer form executed by it, as transferor, for the transfer of 3,000,000 unencumbered fully paid ordinary shares in the first defendant to the plaintiff for the consideration of $1.00; and (b) the plaintiff deliver to the third defendant a completed and executed Deed of Accession in the form set out in Schedule 4 to the Vitruvian Shareholders Deed, dated 11 February 2022, subject to the option 'Other Shareholders' being completed in cl 3(a) and (b) of the Deed of Accession. 2. Within three business days of receipt of the share transfer form, the plaintiff deliver to the third defendant the share transfer form executed by him, as transferee. 3. Within five business days of receipt of the executed share transfer form from the plaintiff, the third defendant lodge the executed share transfer form (which, if required by law, will be duly stamped), the Deed of Accession and the necessary share certificate(s) at the registered office of the first defendant for registration of the transfer of the shares from the third defendant to the plaintiff. 4. Within five business days after the lodgement by the third defendant of the documents referred to in order 3, the first defendant register the transfer of the 3,000,000 shares in the first defendant, the subject of the executed share transfer form, from the third defendant to the plaintiff. 5. The parties have liberty to apply in relation to the implementation of these orders. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.