Dungowan Manly Pty Ltd v McLaughlin [2012] NSWCA 180

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Dungowan Manly Pty Ltd v McLaughlin [2012] NSWCA 180 Hearing dates: 30 April and 1 May 2012 Decision date: 19 June 2012 Before: Bathurst CJ at [1] Beazley JA at [7] Macfarlan JA at [10] Decision: (1) Appeal dismissed. (2) Cross-appeal allowed. (3) Set aside order (2) made at first instance on 16 March 2010. (4) Direct that within seven days of this Judgment the parties, if they are able to agree on the amount of interest to which the McLaughlins are entitled, lodge with the Court a form of Consent Order indicating the amount of the judgment to be entered in favour of the McLaughlins (in lieu of order (2) made on 16 March 2010), representing the sum of $513,129.45 together with interest from 16 March 2010 to the date of entry of judgment. (5) If the parties are unable to so agree, they are directed to lodge submissions concerning the judgment that should be entered, as follows: (a) By the McLaughlins, within 14 days of the date of this judgment; (b) By the Company, within a further seven days. (c) By the McLaughlins in reply, within a further seven days. (6) Order the Company to pay the McLaughlins' costs of the appeal and cross-appeal. (7) By consent, rescind the leave given to the McLaughlins by order (4) made on 16 March 2010. [Note: The Uniform Civil Procedure Rules 2005 provide (Rule 36.11) that unless the Court otherwise orders, a judgment or order is taken to be entered when it is recorded in the Court's computerised court record system. Setting aside and variation of judgments or orders is dealt with by Rules 36.15, 36.16, 36.17 and 36.18. Parties should in particular note the time limit of fourteen days in Rule 36.16.] Catchwords: CORPORATIONS - company title residential unit building - major redevelopment undertaken without the consent of two shareholders - whether class rights varied - whether redevelopment materially altered characteristics of building and unit - whether Company validly amended articles of association embodying class rights - whether breach of contract contained in articles of association - whether unequal treatment of respondents in respect of levy constituted oppression - assessment of damages for breach of contract and oppression - whether loss of chance - appropriateness of discounts