Shub v Mon Purse Pty Ltd [2017] NSWSC 1187

Supreme Court New South Wales

Medium Neutral Citation: Shub v Mon Purse Pty Ltd [2017] NSWSC 1187 Hearing dates: 31 August 2017 Decision date: 05 September 2017 Jurisdiction: Equity - Duty List Before: Stevenson J Decision: Separate questions answered "yes", "no" and "yes" Catchwords: CONTRACT – shareholders agreement – proper construction – whether shareholder taken to have previously exercised power to appoint a director – whether that shareholder now precluded from participating in further appointment of a director; CORPORATIONS – whether second defendant validly appointed director – whether sixth defendant validly appointed director – whether as a matter of construction of shareholders agreement directors empowered to resolve to reduce maximum number of directors Legislation Cited: Corporations Act 2001 (Cth) Uniform Civil Procedure Rules 2005 (NSW) Category: Principal judgment Parties: Andrew Michael Shub (First Plaintiff) Berkeley Pty Ltd (Second Plaintiff) Savoy Shub Pty Ltd (Third Plaintiff) Mon Purse Pty Limited (First Defendant) Albert Wong (Second Defendant) Svetlana Hopkins (Third Defendant) Justus Hammer (Fourth Defendant) Rolf Krecklenberg (Fifth Defendant) Larry Galansky (Sixth Defendant) Can of Worms (Australia) Pty Ltd (Seventh Defendant) Setone Pty Ltd (Eighth Defendant) CD Square Pty Ltd (Ninth Defendant) G Negev Superannuation Pty Ltd (Tenth Defendant) Gilad Mordechai Grinbaum (Eleventh Defendant) Merlor Holdings Pty Ltd (Twelfth Defendant) Sugigi Pty Ltd (Thirteenth Defendant) Heather Shub (Fourteenth Defendant) Kimik Nominees Pty Ltd (Fifteenth Defendant) Batador Pty Ltd (Sixteenth Defendant) Robar Holdings Pty Limited (Seventeenth Defendant) Jacqueline Anne Taranto (Eighteenth Defendant) Kevin Berkowitz (Nineteenth Defendant) Tampaul Pty Ltd (Twentieth Defendant) Prual Pty Ltd (Twenty-first Defendant) Faircape Nominee Pty Ltd (Twenty-second Defendant) Incubator Holdings Pty Ltd (Twenty-third Defendant) Melic Pty Ltd (Twenty-fourth Defendant) Labafer Pty Ltd (Twenty-fifth Defendant) Nikbra Pty Ltd (Twenty-sixth Defendant) Lentech Nominees Pty Ltd (Twenty-seventh Defendant) Dimension Zero Omega Pty Ltd (Twenty-eighth Defendant) Campfire 1 Company Pty Ltd (Twenty-ninth Defendant) Representation: Counsel: N J Kidd SC (Plaintiffs) A Leopold SC with E Holmes (Third and Seventh Defendants)