In the matter of Infinite Plus Pty Ltd [2017] NSWSC 470

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Infinite Plus Pty Ltd [2017] NSWSC 470 Hearing dates: 14 March 2017 Decision date: 27 April 2017 Before: Gleeson JA Decision: (1) Pursuant to s 7(2) of the International Arbitration Act 1974 (Cth), this proceeding, to the extent that it involves any claim as between the first plaintiff and the first defendant (except the first plaintiff's claim for relief that the second plaintiff purchase the first defendant's shares in the company), be stayed until further order. (2) This proceeding otherwise be stayed pending the outcome of the arbitration between the first plaintiff and the first defendant under cl 13 of the agreement between, among others, the first plaintiff and the first defendant entered into on or about 30 June 2011 and styled shareholders purchase agreement. (3) The plaintiffs pay the first defendant's costs of (a) the plaintiffs' application for interlocutory relief in the amended originating process filed on 21 November 2016 and (b) her interlocutory process filed on 19 December 2016. Catchwords: ARBITRATION – the submission and reference – dispute or difference within the meaning of an arbitration clause – where shareholders agreement in force between two shareholders – where one shareholder has issued an expulsion notice with a view to compulsorily acquiring shares from another shareholder – where shareholder whose shares are to be acquired claims that procedure is oppressive within s 232 of the Corporations Act – where expulsion notice is alleged to have become stale – whether the dispute falls within the ambit of the arbitration agreement as a dispute or claim "arising out of or relating to this Agreement or the breach thereof" – whether oppression claim made by another alleged shareholder not party to the shareholders agreement should be stayed pending the outcome of arbitration. Legislation Cited: Civil Procedure Act 2005 (NSW), s 56, 67 Corporations Act 2001 (Cth), ss 232, 233, 233(1), 234, 234(a) International Arbitration Act 1974 (Cth), ss 3(1), 7, 7(1), 7(1)(b), 7(2), 7(5), 16; Dvn 2, Pt III; Sch 2 Supreme Court (Corporations) Rules 1999 (NSW), r 2.2(1)(a) UNCITRAL Model Law on International Commercial Arbitration, Art 8 Cases Cited: ACD Tridon v Tridon Australia Pty Ltd [2002] NSWSC 896 Byrne v A J Byrne Pty Limited [2012] NSWSC 667 Casceli v Natuzzi S. p. A. [2012] FCA 691 Francis Travel Marketing Pty Ltd v Virgin Atlantic Airways Ltd (1996) 39 NSWLR 160 Fulham Football Club (1987) Ltd v Richards [2012] 1 All ER 414 IBM Australia Ltd v National Distribution Services Pty Ltd (1999) 22 NSWLR 466 John Holland Pty Ltd v Kellogg Brown & Root Pty Ltd [2015] NSWSC 451 Re 700 Form Holdings Pty Ltd [2014] VSC 385 Rinehart v Welker [2012] NSWCA 95 Robotunits v Mennel (2015) 297 FLR 300; [2015] VSC 268 Tanning Research Laboratories v O'Brien (1990) 169 CLR 332 Treadtel International Pty Ltd v Cocco [2016] NSWCA 360 Walton v National Employers' Mutual General Insurance Association [1973] 2 NSWLR 73 WDR Delaware Corporation v Hydrox Holdings Pty Ltd [2016] FCA 1164 Category: Procedural and other rulings Parties: Chen Zhao (First Plaintiff) La Kaffa International Co Ltd (Second Plaintiff) Yang Yang Qian (First Defendant) Infinite Plus Pty Ltd (Second Defendant) Representation: Counsel: M Lawson (Plaintiffs) D Stack (First Defendant)