Victory Projects Pty Limited & Anor v AAA Self Storage Pty Limited & Ors [2016] NSWSC 1758

Supreme Court New South Wales

Medium Neutral Citation: Victory Projects Pty Limited & Anor v AAA Self Storage Pty Limited & Ors [2016] NSWSC 1758 Hearing dates: 23 – 25, 31 August, 1 September, 25 and 28 October 2016 Decision date: 09 December 2016 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Court orders that proceedings be dismissed with costs, and any interlocutory relief previously obtained by the Plaintiffs, or undertakings given to them, be discharged. The parties to bring in short minutes of order to give effect to the judgment within 7 days. Catchwords: CORPORATIONS — Oppression claim under ss 232 and 233 of the Corporations Act 2001 (Cth) – where notices of general meetings two companies were issued with the agenda of the meetings being to remove the second plaintiff as director of the companies – where plaintiffs contended that earlier resolutions of the companies had been passed which had the effect that the second plaintiff could not be removed as director – where plaintiffs relied upon the steps to remove the second plaintiff as director and other matters to establish statutory oppression claim – where defendants had made offers to buy out the plaintiffs' shares in the companies and an offer was still open – whether matters relied upon amount to oppression. CORPORATIONS — Application by plaintiffs for orders for inspection under ss 247A or 290 of the Corporations Act 2001 (Cth) – where evidence did not establish that plaintiffs had been deprived of access to information – whether orders for inspection ought to be made. CORPORATIONS — Membership, rights and remedies — Derivative action — where plaintiffs sought leave to commence proceedings on behalf of two companies against a director of the companies – where issues underlying proposed derivative proceedings could have been but was not canvassed in the oppression proceedings – whether it is in the best interests of companies that the applicant be granted leave in the circumstances. Legislation Cited: - Corporations Act 2001 (Cth), ss 9, 53, 232, 233, 237, 241, 247A, 249D, 249E, 249F, 251B, 290, 1322, Pt 2F.1A - Corporate Law Economic Reform Program Act 1999 (Cth) - Companies (NSW) Code, s 320 - Corporations Law, s 260 Cases Cited: - Belgiorno-Zegna v Exben Pty Ltd (2000) 35 ACSR 305; [2000] NSWSC 884 - Byrne v A J Byrne Pty Ltd [2012] NSWSC 667 - Campbell v Backoffice Investments Pty Ltd [2009] HCA 25; (2009) 238 CLR 304 - Chuen v Laredo Pty Ltd [2005] WASC 58 - Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd [2001] NSWCA 97; (2001) 37 ACSR 672 - Fitzpatrick v Cheal [2010] NSWSC 717 - Grace v Grace [2012] NSWSC 976 - Harding Investments Pty Ltd v PMP Shareholdings - Pty Ltd (No 2) [2011] FCA 567; (2011) 282 ALR 229 - Huang v Wang [2016] NSWCA 164; (2016) 114 ACSR 586 - John J Starr (Real Estate) Pty Ltd v Robert R Andrew (A'Asia) Pty Ltd (1991) 6 ACSR 63 - Majestic Resources NL v Caveat Pty Ltd [2004] WASCA 201 - Mathews Capital Partners Pty Ltd v Coal of Queensland Holdings Ltd [2012] NSWSC 462 - McMillan v Toledo Enterprises International Pty Ltd (1995) 18 ACSR 603 - MG Corrosion Consultants Pty Ltd v Vinciguerra [2011] FCAFC 31; (2011) 82 ACSR 367 - Morgan v 45 Flers Avenue Pty Ltd (1986) 10 ACLR 692 - Nassar v Innovative Precasters Group Pty Ltd [2009] NSWSC 342; (2009) 71 ACSR 343 - New South Wales Rugby League Ltd v Wayde (1985) 1 NSWLR 86 - O'Neill v Phillips [1999] 2 All ER 961; [1999] 1 WLR 1092 - Re Akierman Holdings Pty Ltd [2015] NSWSC 1395 - Re Amazon Pest Control Pty Ltd [2012] NSWSC 1568 - Re Back 2 Bay 6 Pty Ltd (1994) 12 ACSR 614 - Re Colorado Products (in prov liq) [2014] NSWSC 789; (2014) 101 ACSR 233 - Re Gladstone Pacific Nickel Ltd [2011] NSWSC 1235; (2011) 86 ACSR 432 - Re Ledir Enterprises Pty Ltd [2013] NSWSC 1332; (2013) 96 ACSR 1 - Re S & D International Pty Ltd (No 4) [2010] VSC 388; (2010) 79 ACSR 595 - Swansson v RA Pratt Properties Pty Ltd [2002] NSWSC 583; (2002) 42 ACSR 313 - Thomas v HW Thomas Ltd [1984] 1 NZLR 686; (1984) 2 ACLC 610 - Tomanovic v Argyle HQ Pty Ltd [2010] NSWSC 152 - Tomanovic v Global Mortgage Equity Corporation Pty Ltd [2011] NSWCA 104; (2011) ACSR 121 - Vinciguerra v MG Corrosion Consultants Pty Ltd [2007] FCA 503; [2007] 61 ACSR 583 - Vinciguerra v MG Corrosion Consultants Pty Ltd [2010] FCA 763; (2010) 79 ACSR 293 - Wayde v New South Wales Rugby League Ltd [1985] HCA 68; (1985) 180 CLR 459 Category: Principal judgment Parties: Victory Projects Pty Ltd (First Plaintiff) Gerard Francis Kirkpatrick (Second Plaintiff) AAA Self Storage Pty Ltd (First Defendant) Kirco Properties Pty Ltd (Second Defendant) Langwood Pty Ltd (Third Defendant) Portborough Pty Ltd (Fourth Defendant) Anthony Leonard Cooper (Fifth Defendant) Phillip Gregory Prince (Sixth Defendant) Representation: Counsel: T J Morahan (Plaintiffs) P Braham SC/M Karam (Defendants)