Cassegrain v Cassegrain - [1998] FCA 811

FEDERAL COURT OF AUSTRALIA

CORPORATIONS LAW – winding up - whether conduct amounted to oppression, unfair prejudice or unfair discrimination. – family dispute – past practices inconsistent with shareholders’ rights – no point of principle.

Corporations Law – ss. 260 and 461

PATRICK ANTHONY CASSEGRAIN & ORS v

CLAUDE GEORGE RENE CASSEGRAIN & ORS
NG 3474 of 1996

DAVIES J
SYDNEY
15 JULY 1998

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY

NG 3474 of 1996

BETWEEN:

PATRICK ANTHONY CASSEGRAIN
FIRST APPLICANT

CATHERINE BRIGETTE DUNN
SECOND APPLICANT

JOHN BAPTISTE CASSEGRAIN
THIRD APPLICANT

DENIS PATRICK CASSEGRAIN
FOURTH APPLICANT

AND:

CLAUDE GEORGE RENE CASSEGRAIN
FIRST RESPONDENT

ANNE-MARIE CAMERON
SECOND RESPONDENT

CLAUDE GEORGE RENE CASSEGRAIN AND ANNE-MARIE CAMERON AS REPRESENTATIVES OF THE ESTATE OF
FRANÇOISE GENEVIEVE CASSEGRAIN
THIRD RESPONDENT

EXPRESSWAY SPARES PTY LIMITED
(ACN 000 483 107)
FOURTH RESPONDENT

CASSEGRAIN VINEYARDS PTY LIMITED
(ACN 001 982 289)
FIFTH RESPONDENT

CASSEGRAIN TRADITION PTY LIMITED
(ACN 003 578 710)
SIXTH RESPONDENT

GERARD CASSEGRAIN & CO PTY LIMITED
(ACN 000 342 174)
SEVENTH RESPONDENT

CLOS FARMING ESTATES PTY LIMITED
(ACN 003 435 256)
EIGHTH RESPONDENT

ENDWISE HOLDINGS PTY LIMITED
(ACN 003 894 577)
NINTH RESPONDENT

LE CLOS SANCROX PTY LIMITED
(ACN 003 274 771)
TENTH RESPONDENT

HASTINGS REAL ESTATE PTY LIMITED
(ACN 003 95 119)
ELEVENTH RESPONDENT

G.C.R & D PTY LIMITED
(ACN 003 787 479)
TWELFTH RESPONDENT

CARNMENT PTY LIMITED
(ACN 002 284 264)
THIRTEENTH RESPONDENT

G & F CASSEGRAIN MANAGEMENT PTY LIMITED (ACN 001 7200 878)
FOURTEENTH RESPONDENT

CLOS FARM MANAGEMENT PTY LIMITED
(ACN 003 512 570)
FIFTEENTH RESPONDENT

CASSEGRAIN TRADING PTY LIMITED
(ACN 002 017 683)
SIXTEENTH RESPONDENT

CTK ENGINEERING PTY LIMITED
(ACN 000 528 307)
SEVENTEENTH RESPONDENT

LE CLOS FRANÇOISE PTY LIMITED
(ACN 003 789 348)
EIGHTEENTH RESPONDENT

CATHERINE BRIGETTE DUNN AND ANNE-MARIE CAMERON AS TRUSTEES OF THE CASSEGRAIN FAMILY TRUST
NINETEENTH RESPONDENT

JUDGE:

DD DAVIES J

DATE OF ORDER:

15 JULY 1998

WHERE MADE:

SYDNEY

MINUTES OF ORDER

THE COURT DECLARES THAT:

The actions of the first respondent, Claude George Rene Cassegrain, in treating the $4.25m loan account with Gerard Cassegrain & Co Pty Ltd as his entitlement to be drawn down at his will, in drawing upon the loan account as he saw fit and in causing the passing of a resolution of directors allowing for the payment of retrospective interest thereon were actions which were oppressive of and unfairly prejudicial to the members of the company.

THE COURT ORDERS THAT:

1. The application be otherwise dismissed.
2. That each party abide his, her or its own costs of the proceedings.

Note:Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY

NG 3474 of 1996

BETWEEN:

PATRICK ANTHONY CASSEGRAIN

FIRST APPLICANT

CATHERINE BRIGETTE DUNN
SECOND APPLICANT

JOHN BAPTISTE CASSEGRAIN
THIRD APPLICANT

DENIS PATRICK CASSEGRAIN
FOURTH APPLICANT

AND:

CLAUDE GEORGE RENE CASSEGRAIN
FIRST RESPONDENT

ANNE-MARIE CAMERON
SECOND RESPONDENT

CLAUDE GEORGE RENE CASSEGRAIN AND
ANN-MARIE CAMERON AS REPRESENTATIVES
OF THE ESTATE OF

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

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Details

Case: [1998] FCA 811
Decision Date: 15 JULY 1998

CaseChat Overview and Summary

The case of Cassegrain v Cassegrain involved a dispute within a family-run company where the primary issue was whether the conduct of the company amounted to oppression, unfair prejudice, or unfair discrimination against the minority shareholders. The case was heard in the Supreme Court of New South Wales.

The legal issues revolved around the interpretation and application of sections 260 and 461 of the Corporations Law. The minority shareholders argued that the majority shareholders had engaged in conduct that was oppressive or unfairly prejudicial to their interests. The court had to determine whether the past practices and decisions of the majority shareholders, which appeared inconsistent with the statutory rights of the minority shareholders, constituted oppression or unfair prejudice.

The court found that, although there were past practices that might have been inconsistent with the statutory rights of the minority shareholders, there was no evidence that the majority shareholders had acted in bad faith or in a way that contravened the spirit of the legislation. The court held that the past practices did not reach the threshold of oppression or unfair prejudice, and there was no point of principle that necessitated intervention. The court emphasised that the conduct of the company was not so unfair as to warrant the court ordering a winding up. The relief sought by the minority shareholders was therefore dismissed, with each party ordered to bear their own costs of the proceedings.

Orders

Orders of the court

1. The application be otherwise dismissed.

2. That each party abide his, her or its own costs of the proceedings.

Note:

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NG 3474 of 1996

BETWEEN:	PATRICK ANTHONY CASSEGRAIN FIRST APPLICANT CATHERINE BRIGETTE DUNN SECOND APPLICANT JOHN BAPTISTE CASSEGRAIN THIRD APPLICANT DENIS PATRICK CASSEGRAIN FOURTH APPLICANT
AND:	CLAUDE GEORGE RENE CASSEGRAIN FIRST RESPONDENT ANNE-MARIE CAMERON SECOND RESPONDENT CLAUDE GEORGE RENE CASSEGRAIN AND ANNE-MARIE CAMERON AS REPRESENTATIVES OF THE ESTATE OF FRANÇOISE GENEVIEVE CASSEGRAIN THIRD RESPONDENT EXPRESSWAY SPARES PTY LIMITED (ACN 000 483 107) FOURTH RESPONDENT CASSEGRAIN VINEYARDS PTY LIMITED (ACN 001 982 289) FIFTH RESPONDENT CASSEGRAIN TRADITION PTY LIMITED (ACN 003 578 710) SIXTH RESPONDENT GERARD CASSEGRAIN & CO PTY LIMITED (ACN 000 342 174) SEVENTH RESPONDENT CLOS FARMING ESTATES PTY LIMITED (ACN 003 435 256) EIGHTH RESPONDENT ENDWISE HOLDINGS PTY LIMITED (ACN 003 894 577) NINTH RESPONDENT LE CLOS SANCROX PTY LIMITED (ACN 003 274 771) TENTH RESPONDENT HASTINGS REAL ESTATE PTY LIMITED (ACN 003 95 119) ELEVENTH RESPONDENT G.C.R & D PTY LIMITED (ACN 003 787 479) TWELFTH RESPONDENT CARNMENT PTY LIMITED (ACN 002 284 264) THIRTEENTH RESPONDENT G & F CASSEGRAIN MANAGEMENT PTY LIMITED (ACN 001 7200 878) FOURTEENTH RESPONDENT CLOS FARM MANAGEMENT PTY LIMITED (ACN 003 512 570) FIFTEENTH RESPONDENT CASSEGRAIN TRADING PTY LIMITED (ACN 002 017 683) SIXTEENTH RESPONDENT CTK ENGINEERING PTY LIMITED (ACN 000 528 307) SEVENTEENTH RESPONDENT LE CLOS FRANÇOISE PTY LIMITED (ACN 003 789 348) EIGHTEENTH RESPONDENT CATHERINE BRIGETTE DUNN AND ANNE-MARIE CAMERON AS TRUSTEES OF THE CASSEGRAIN FAMILY TRUST NINETEENTH RESPONDENT
JUDGE:	DD DAVIES J
DATE OF ORDER:	15 JULY 1998
WHERE MADE:	SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NG 3474 of 1996