Pillay v Pillay [2001] NSWSC 1161

New South Wales Supreme Court

CITATION : Pillay v Pillay [2001] NSWSC 1161 CURRENT JURISDICTION: Equity Division FILE NUMBER(S) : SC 2963/2001 HEARING DATE(S) : 30 and 31 October, 2001, 1, 2, 5, 6, 7, 16, November 2001 JUDGMENT DATE : 14 December 2001

Pravin Pillay (First Plaintiff/First Cross-Defendant) Sylvia Pillay (Second Plaintiff) P & S Pillay Pty Limited (Third Plaintiff) PARTIES : Naveen Pillay (First Defendant/Cross-Claimant) Lynette Pillay (Second Defendant) Lauren International (Australia) Pty Limited (Third Defendant/Second Cross-Defendant)) Lauren International Pty Limited (Fourth Defendant) JUDGMENT OF : Windeyer J at 1

COUNSEL : M.B. Evans (Plaintiffs/Cross Defendants) M. Scheib (Defendants/Cross Claimant) SOLICITORS : Beswick, Solicitors (Plaintiffs/Cross Defendants) Crichton-Browne Crossley (Defendants/Cross Claimant) CATCHWORDS : EQUITY - fiduciary obligations - agreement between brothers for joint venture through corporate vehicle - construction and interpretation - claims of breach of fiduciary duty - CONTRACTS - Joint venture agreement - determination of terms - CORPORATIONS - winding up - oppression LEGISLATION CITED : Conveyancing Act 1919, s23C, s54A Corporations Act CASES CITED : Breen v Williams (1995-6) 186 CLR 71 Troncone v Aliperte (1994) 6 BPR 13291 DECISION : See paragraphs 28 and 29

- 21 - IN THE SUPREME COURT OF NEW SOUTH WALES equity DIVISION WINDEYER J FRIDAY 14 DECEMBER 2001 2963/01 PRAVIN PILLAY & ORS V NAVEEN PILLAY & ORS JUDGMENT 1 This is a dispute between brothers. The respective wives are their husbands' supporters. The dispute concerns an agreement between the brothers to conduct a business for the wholesaling of watches, through a corporate vehicle, Lauren International (Australia) Pty Ltd (Lauren No 1). The dispute concerns the terms of the agreement, claims of breach and claims of oppression in relation to the affairs of Lauren No. 1. Parties 2 I will refer to the individual parties by the first name. Pravin Pillay (Pravin) is married to Sylvia Pillay (Sylvia), the second plaintiff. He is the brother of Naveen Pillay (Naveen) the first defendant who is, in turn married to Lynette Pillay (Lynette) the second defendant. P & S Pillay Pty Limited, the third plaintiff, is a company controlled by Pravin and Sylvia. It plays no real part in the proceedings. Lauren No. 1 is the present name of a company originally called Timekeepers Australia Pty Limited (Timekeepers) acquired to conduct the wholesale business. Lauren International Pty Ltd (Lauren No 2) is a company controlled by Naveen and Lynette. It provided the services of Naveen to a Mr Charles Spring, who was engaged in the selling of watches by wholesale. He also owned one investment property. Terms of the Agreement 3 Naveen had been involved for some years as an agent – through his company – selling watches for a Mr Charles Spring. That engagement was to come to an end in 1999. In March or May 1999 he discussed with Pravin a plan for them to go into business together to sell watches by wholesale to retail shops. There is a dispute as to whether or not the initial conversations took place in March or May, but I consider it more likely than not they took place in May. This is based mainly upon the time at which the company, Timekeepers, was established as the venture company was set up and the evidence of Ravindra Pillay, another brother as to the time of certain conversations, which I accept. It does not really matter much for the purpose of this action whether the initial conversations took place in March or in May. 4 It is agreed on both sides that an agreement was made at least between Pravin and Naveen. Pravin contends that Sylvia and Lynette were also parties to the agreement. Apart from this Pravin says that the agreement contained the following express terms: A. That he and Sylvia would contribute $400,000, and Naveen and Lynette $600,000 towards capital,