In the matter of MSU Management Pty Ltd - Urusoglu v MSU Management Pty Ltd & ors [2011] NSWSC 54

Supreme Court New South Wales

Medium Neutral Citation: In the matter of MSU Management Pty Ltd - Urusoglu v MSU Management Pty Ltd & ors [2011] NSWSC 54 Hearing dates: 2-5, 8 and 12 November 2010 Decision date: 18 February 2011 Before: Ward J Decision: Equity Division proceedings - plaintiffs' claim dismissed with costs. Common Law proceedings - order for possession of premises and mesne profits to be assessed Catchwords: CONTRACT - whether agreement under which second defendant obliged to transfer shares in first defendant company back to former shareholder - claim for damages for breach of implied term not to diminish benefit of alleged agreement - alternatively, if agreement as defendants contend, whether agreement has been frustrated - HELD - plaintiffs have failed to establish agreement by second defendant to transfer shares in the company - claim for breach of agreement alleged by plaintiffs fails - agreement, as found, has not been frustrated as matter of law - if failure of third party to complete contract for sale of land did amount to a frustrating event it was self-induced

CORPORATIONS - claim for order for rectification of share register - claim of oppression of former shareholder's interests in relation to circumstances in which she ceased to be member of company - claim by former shareholder that second defendant in breach of director's duties - HELD - no rectification of share register - no oppression established - claim by first plaintiff of breach of director's duties in relation to conduct after she ceased to be a shareholder does not arise in light of finding that she not entitled to shares in the company

RESTITUTION - alternative quantum meruit claim in relation to completion of subdivision works - HELD - no entitlement to restitution in face of agreement in relation to those works - value of works not adequately established