COOKE v. FAIRBAIRN; FAIRBAIRN v. COOKE [2003] NSWSC 232

New South Wales Supreme Court

CITATION : COOKE v. FAIRBAIRN; FAIRBAIRN v. COOKE [2003] NSWSC 232 HEARING DATE(S) : 17-20/03/2003 JUDGMENT DATE : 14 April 2003 JURISDICTION: EQUITY JUDGMENT OF : Bryson J at 1 DECISION : Proceedings claiming shares dismissed with costs. Oppression proceedings succeed: further consideration of orders.

CATCHWORDS : CORPORATIONS-oppression-disputes as to entitlement to shares in private company- 100 shares-holder of 50 shares claimed to be entitled to remaining 50 under oral agreement with their holder, now deceased- claim failed on facts and 50 shares passed to executor of deceased holder- claim by executor for remedy for oppression and for winding-up succeeded on the basis of management of company in interests of continuing shareholder, irregular payments, absence of dividends and state of conflict- decision for compulsory purchase or, if not practicable, for winding-up. LEGISLATION CITED : Duties Act 1997 s.301 s.233, s.1072A of the Corporations Act Plunkett v. Bull (1915) 19 CLR 544 CASES CITED : Martin v. Australian Squash Club (1996) 14 ACLC 452 Reid v. Bagot Well Pastoral Co. (1993) 12 ACSR 197 Sandford v. Sandford Courier Service Pty Ltd (1986) 10 ACLR 549, PARTIES : Eric Fairbairn (Executor): Pltf in 2246/02; Dft in 2781/02 William Peter Cooke: Dft in 2246/02 and Pltf in 2781/02 FILE NUMBER(S) : SC 2246/02 and 2781/02 COUNSEL : R. Newlinds - Pltf; 2246/02 J. Wilson - Pltf in 2781/02 SOLICITORS : Markham Geikie Farrugia - Pltf in 2781/02 Webster O'Halloran & Associates - Pltf in 2246/02