Barboza v Blundy

Case [2021] QSC 68

SUPREME COURT OF QUEENSLAND

CITATION:

Barboza v Blundy & others [2021] QSC 68

PARTIES:

JANELLE BARBOZA

(plaintiff)

v

BRETT BLUNDY

(first defendant)

HONEY BIRDETTE (AUST) PTY LTD

ACN 117 200 647

(second defendant)

BNT HOLDCO PTY LIMITED

ACN 129 156 921

(third defendant)

BB RETAIL CAPITAL PTY LIMITED

ACN 006 175 033

(fourth defendant)

FILE NO/S:

BS 4181 of 2019

DIVISION:

Trial Division

PROCEEDING:

Claim

DELIVERED ON:

1 April 2021

DELIVERED AT:

Brisbane

HEARING DATE:

3, 4, 5, 6, 7 and 11 August 2020

JUDGE:

Bond J

ORDER:

The orders of the Court are:

1.   There must be judgment for the defendants against the plaintiff.

2.   I will hear the parties as to costs.

CATCHWORDS:

CORPORATIONS – MEMBERSHIP RIGHTS AND REMDEIES – MEMBERS’ REMEDIES AND INTERNAL DISPUTES – OPPRESSIVE OR UNFAIR CONDUCT – WHAT CONSTITUTES – GENERALLY – where the plaintiff claimed a remedy under s 233 of the Corporations Act 2001 (Cth) – where a company decided to accept assignment of some leases and some staff from a company associated with its majority shareholder – where the plaintiff minority shareholder alleged that the decision to do so was imposed on the company by the majority shareholder and over her objection – where the plaintiff alleged the level of expenditure associated with the decision operated to her disadvantage because it reduced the amount she received on exercise of a call option in relation to her shares by the majority shareholder – whether there was conduct which was oppressive to, unfairly prejudicial to or unfairly discriminatory against the plaintiff

TRADE AND COMMERCE – COMPETITION, FAIR TRADING AND CONSUMER PROTECTION LEGISLATION – CONSUMER PROTECTION – UNCONSCIONABLE CONDUCT – GENERALLY – where the plaintiff claimed damages for conduct said to be unconscionable in contravention of s 12CB of the Australian Securities and Investment Commission Act 2001 (Cth) – where the conduct relied on in support of the oppression claim was also part of the basis for the unconscionable conduct claim – where the plaintiff also alleged that the manner of exercise of the call option in respect of her shares was contrary to the contractual terms governing it – whether the relevant defendants had engaged in unconscionable conduct 

Australian Securities and Investment Commission Act 2001 (Cth), s 12CB, s 12CC, s 12GF

Corporations Act 2001 (Cth), s 232, s 233

Allways Resources Holdings Pty Ltd v Samgris Resources Pty Ltd (2017) 121 ACSR 1; [2017] QSC 74, applied
Australian Competition and Consumer Commission v Medibank Private Ltd (2018) 267 FCR 544; [2018] FCAFC 235, cited
Australian Competition and Consumer Commission v Quantum Housing Group Pty Ltd [2021] FCAFC 40, followed
Body Bronze International Pty Ltd v Fehcorp Pty Ltd (2011) 34 VR 536; [2011] VSCA 196, approved
Chase Corporation (Australia) Pty Ltd v North Sydney Brick and Tile Co Ltd (1994) 35 NSWLR 1, cited
Jenyns v Public Curator (Qld) (1953) 90 CLR 113, applied
Joint v Stephens (2008) 26 ACLC 1467; [2008] VSCA…

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AGLC
Barboza v Blundy [2021] QSC 68
Case
[2021] QSC 68
Decision Date

CaseChat Overview and Summary

The case of Barboza v Blundy involved the plaintiff, a minority shareholder in a company, who sought relief under section 233 of the Corporations Act 2001, alleging oppressive, unfairly prejudicial, or unfairly discriminatory conduct by the company and its majority shareholder. The plaintiff's grievances stemmed from the company's decision to accept an assignment of leases and some staff from a company connected with the majority shareholder. The plaintiff argued that this decision was imposed by the majority shareholder over her objection, and the subsequent expenditure adversely affected her financial interests as it diminished the amount she received from the exercise of a call option on her shares by the majority shareholder. Additionally, the plaintiff claimed damages for unconscionable conduct under section 12CB of the Australian Securities and Investment Commission Act 2001, citing the same conduct underpinning the oppression claim, and alleged that the exercise of the call option was contrary to the contractual terms.

The court was required to determine whether the conduct of the company and the majority shareholder constituted oppression under the Corporations Act, and if the exercise of the call option was indeed unconscionable under the ASIC Act. The court also needed to assess whether the plaintiff's claim of unfair prejudice was valid, as well as whether the exercise of the call option was in breach of the contractual terms.

In its judgment, the court found that the plaintiff's claims were not substantiated by the evidence. The court held that there was no oppressive, unfairly prejudicial, or unfairly discriminatory conduct on the part of the company or its majority shareholder. The decision to accept the assignment of leases and staff was not imposed by the majority shareholder against the plaintiff's objection, and the expenditure incurred did not result in the plaintiff receiving a lesser amount from the exercise of the call option. Furthermore, the court determined that there was no unconscionable conduct by the relevant defendants, and the exercise of the call option was not in breach of the contractual terms.

The court made an order for judgment in favour of the defendants and against the plaintiff. The matter of costs will be heard at a later date.

Orders

Orders of the court

The orders of the Court are:

1. There must be judgment for the defendants against the plaintiff.

2. I will hear the parties as to costs.

Background

Background to the litigation

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Evidence

Evidence Before The Court

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Decision

Reasons for decision

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Ratio Decidendi

Legal Principle Established

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