Cassegrain v CTK Engineering Pty Ltd

The Cassegrain v CTK Engineering Pty Ltd case involved the plaintiffs, who were class B shareholders without voting rights, and the defendant company and its director. The plaintiffs sought a winding up of the company on the grounds of oppression, alleging that the company's affairs were conducted in a manner that was oppressive or prejudicial to, or contrary to the interests of class B shareholders. The disputes centred around transactions that benefited the defendant director, undisclosed loans to related parties, concealed transactions, and the company's failure to audit its accounts.

The court had to decide whether the company's actions constituted oppressive conduct under the Corporations Act and whether the plaintiffs were entitled to costs. The legal issues also included whether the director should indemnify the company for costs incurred in defending the proceedings and whether company funds had been improperly expended.

The court found that the winding up of the company would have been ordered due to the oppressive conduct, and the plaintiffs were successful in the proceedings. The court held that the plaintiffs were entitled to costs and that the director acted unreasonably in causing the company to defend the winding-up application. Consequently, the defendant company was liable for costs up to the appointment of a provisional liquidator, and the defendant director was liable for costs up to and including the hearing. The director was also ordered to indemnify the company for its liability to the plaintiffs and for the costs and expenses incurred in defending the proceedings up to the appointment of a provisional liquidator.