Lieu & Anor v Deng & Anor (No 4) [2007] NSWIRComm 72

Industrial Court of New South Wales

CITATION: Lieu & Anor v Deng & Anor (No 4) [2007] NSWIRComm 72

FIRST APPLICANT Paul Lieu

SECOND APPLICANT Landmark Enterprises Pty Ltd PARTIES: FIRST RESPONDENT Margaret Deng

SECOND RESPONDENT Dengs Investments Pty Ltd

FILE NUMBER(S): IRC 2821 of 2001

CORAM: Staff J

CATCHWORDS: Unfair contract - Industrial Relations Act 1996 - Section 106 - Sale of 51 per cent of video store - Sale of business agreement - Shareholders' agreement - Jurisdiction - Whether agreements provided for the performance of work - Whether sale of business agreement "collateral arrangement" or "related condition" to shareholders' agreement - Held - "Appropriate connection" - Agreement to sell 51 per cent of business for $85,000 - Respondents then repaid $85,000 - Whether respondents therefore paid nothing for the business - Whether agreed remuneration from the business increased to avoid distributing any profits - Whether failure to pay dividends unfair - Applicants excluded from the business and access to financial records - Unfair conduct claimed - Held - Applicants suffered loss by repayment of purchase price by second respondent to first respondent - Increase in remuneration of first respondent led to no distribution of profits - Remedies pursuant to Corporations Act re financial and management information - Applicants excluded from the business - Shareholders' agreement and sale of business agreement unfair, harsh and unconscionable - Shareholders agreement varied.

Corporations Act 2001 LEGISLATION CITED: Industrial Arbitration Act 1940 (NSW) Industrial Relations Act 1996