Pastizzi Cafe Pty Ltd v Hossain (No 4) [2011] NSWSC 808

Supreme Court New South Wales

Medium Neutral Citation: Pastizzi Cafe Pty Ltd v Hossain (No 4) [2011] NSWSC 808 Hearing dates: 20, 21 and 22 July 2011 Decision date: 28 July 2011 Jurisdiction: Equity Division Before: Gzell J Decision: Damages for lost profits and lost goodwill. Order for purchase of share of first defendant by second plaintiff. Declaration that third plaintiff a director of first plaintiff. Declaration that a shareholder refused. First defendant to restore first plaintiff to possession of business premises and, subject to consent of landlord, to assign lease. Catchwords: CORPORATIONS - Oppressive Conduct of Affairs - quasi-partnership as in Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 - who were the partners - lease of business premises taken in the name of first defendant - first plaintiff conducting the business locked out - whether Corporations Act 2001 (Cth), s 232 applies - whether third plaintiff a director of the first plaintiff although not validly appointed - whether damages for loss of goodwill in addition to lost profits should be awarded Legislation Cited: Corporations Act 2001 (Cth) Property (Relationships) Act 1984 Retail Leases Act 1994 Cases Cited: Jaques v Millar (1877) 6 Ch D 153 Jones v Gardiner [1902] 1 Ch 191 Phillips v Lamdin [1949] 2 KB 33 Ductline Pty Ltd v Arcric Investments Pty Ltd (1995) 32 IPR 419 Territory Sheet Metal Pty Ltd v Australia and New Zealand Banking Group Ltd [2010] NTSC 03; (2010) 237 FLR 197 Pennant Hills Restaurants Pty Ltd v Barrell Insurances Pty Ltd [1981] HCA 3; (1981) 145 CLR 625 Ebrahimi v Westbourne Galleries Ltd [1973] AC 360 Category: Principal judgment Parties: Pastizzi Cafe Pty Ltd (First Plaintiff) Deborah Ross (Second Plaintiff) Leonard Ross (Third Plaintiff) Miraj Hossain (First Defendant) Talukder Enterprises Pty Ltd (Second Defendant) Representation: Counsel A McInerney/M Bennett (Plaintiffs) J R Young (Defendants) Solicitors Michael Fitzgerald (Plaintiffs) Mooney & Kennedy Solicitors (Defendants) File Number(s): 2011/153417