In the matter of Graziers Pastoral Pty Ltd (No 2) [2020] NSWSC 1812

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Graziers Pastoral Pty Ltd (No 2) [2020] NSWSC 1812 Hearing dates: 14 December 2020 Decision date: 14 December 2020 Jurisdiction: Equity - Corporations List Before: Leeming JA Decision: 1. Each of the first, second and third defendants, and the fourth and fifth defendants, account on a monthly basis to the plaintiffs as to the legal fees incurred by them in defence of this litigation. 2. The account to be by way of short narrative, as opposed to a single line item, and also in contradistinction to an itemised bill of costs. 3. The intent of orders 1 and 2 is not to involve the waiver of any privileged information on the part of the first, second, third, fourth or fifth defendants. Catchwords: CORPORATIONS – oppression suit – shareholders enter into Deed of Mandate appointing new directors to manage companies' affairs and sell assets following breakdown of trust – one shareholder later alleges oppressive conduct by new directors in conjunction with other shareholder – shareholder seeks interlocutory injunction preventing new directors from being indemnified from company funds for legal expenses – dispute as to existence, source and nature of indemnity – undesirability of resolving that dispute in this application – no necessity to grant injunctive relief where ample company assets - orders made directing new directors provide account to plaintiff of legal fees paid by them in defending litigation on monthly basis – In the matter of Therma Truck Pty Ltd [2016] NSWSC 266 applied. Legislation Cited: Civil Procedure Act 2005 (NSW), s 56 Corporations Act 2001 (Cth), ss 232 and 233 Cases Cited: In the matter of Therma Truck Pty Ltd [2016] NSWSC 266 Wollongong Coal Ltd v Gujarat NRE India Pty Limited (2019) 100 NSWLR 432; [2019] NSWCA 135 Category: Procedural and other rulings Parties: John Parilo (1st Plaintiff) WD Capital Pty Ltd ACN 146 628 837 (2nd Plaintiff) Parilo Holdings Pty Ltd ACN 605 816 297 (3rd Plaintiff) Graziers Pastoral Pty Ltd ACN 162 960 634 (1st defendant) Windsor Livestock Holdings Pty Ltd ACN 605 816 304 (2nd defendant) Windsor Livestock Pty Ltd ACN 169 917 793 (3rd defendant) Suelen McCallum (4th defendant) Riad Tayeh (5th defendant) Alan Gordon Taylor (6th defendant) Free Flight Australia Pty Ltd ACN 162 958 563 (7th defendant) Redglint Pty Ltd ACN 003 922 638 (8th defendant) Representation: Counsel: D Smith (Plaintiffs) J Hogan-Doran SC (1st-5th defendants) A Combe (6th-8th defendants)