Arhanghelschi v Ussher

In the case of Arhanghelschi v Ussher, the dispute involved a radiology business that was conducted through a unit trust. The shareholder, Arhanghelschi, sought relief on the grounds that the conduct of the affairs of the trustee company was oppressive, unfairly prejudicial, or unfairly discriminatory against them. The matter was heard in the Supreme Court of Queensland.

The central legal issues in the case were the interpretation of the unitholders deed and the obligation of good faith in the exercise of powers by the majority unitholders. Specifically, the court had to determine whether the deed implied an obligation of good faith, requiring the majority to act rationally, reasonably, and fairly, or if they could exercise their power solely in their self-interest.

The court found that the unitholders deed did not impose an obligation of good faith on the majority unitholders to act rationally, reasonably, and fairly in the context of exercising their power to exclude a unitholder. The majority could exercise their power in their self-interest, provided that the exercise was not oppressive, unfairly prejudicial, or unfairly discriminatory. The court ruled that the conduct of the trustee company did not amount to oppression, unfair prejudice, or unfair discrimination.

As a result of the court's decision, the shareholder's application for relief was dismissed. The court found no basis to grant the relief sought by the shareholder and upheld the actions of the majority unitholders.