Fantuz v Totem Road Pty Ltd [2023] NSWSC 1342

Supreme Court New South Wales

Medium Neutral Citation: Fantuz v Totem Road Pty Ltd [2023] NSWSC 1342 Hearing dates: 1 November 2023 Date of orders: 1 November 2023 Decision date: 01 November 2023 Jurisdiction: Equity - Corporations List Before: Black J Decision: Order for the inspection of records is made and the Interlocutory Process seeking valuation and sale of shares is dismissed. Directions made as to submissions and documents with respect to costs, with a determination as to costs to be made in Chambers. Catchwords: CORPORATIONS – Application for inspection of company's books – Where shareholder seeking documents for the purpose of valuation – Whether orders for inspection should be made. CONTRACTS — Construction — Where option agreement contains a term as to the "agreed market value" of company shares — Whether agreement as to market value is required before orders can be made to oblige the sale of the shares under the option. Legislation Cited: - Corporations Act 2001 (Cth), ss 247A, 247B, 293, 1324 - Evidence Act 1995 (NSW), s 136 Cases Cited: - Acehill Investments Pty Ltd v Incitec Ltd [2002] SASC 344 - Australian Broadcasting Commission v Australasian Performing Right Assn Ltd (1973) 129 CLR 99 - Booker Industries Pty Ltd v Wilson Parking (QLD) Pty Ltd (1982) 149 CLR 600 - Electricity Generation Corporation (t/as Verve Energy) v Woodside Energy Ltd (2014) 251 CLR 640; 306 ALR 25; [2014] HCA 7 - Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; 325 ALR 188; [2015] HCA 37 - Price (as executor of the estate of Price (dec'd)) v Spoor (as trustee) (2021) 391 ALR 532; [2021] HCA 20 - Shogroup Hotels Pty Ltd v Harris Street Holdings Pty Ltd [2022] NSWSC 1119 - Snelgrove v Great Southern Managers Australia Ltd [2010] WASC 51 - Tinios v French Caledonia Travel Service Pty Ltd (1994) 13 ACSR 658 - Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd (2004) 219 CLR 165; 211 ALR 342; [2004] HCA 52 - United Group Rail Services Ltd v Rail Corporation New South Wales (2009) 74 NSWLR 618; [2009] NSWCA 177 Category: Principal judgment Parties: Marcel Fantuz (Plaintiff/Respondent) Totem Road Pty Ltd (Defendant/Applicant) Representation: Counsel: A Gauja (Plaintiff/Respondent) A Lim (Defendant/Applicant)