Citi Project Marketing (Qld) Pty Ltd v VG Projects Pty Ltd

Citi Project Marketing (Qld) Pty Ltd and VG Projects Pty Ltd were parties to a legal dispute heard by the Queensland Supreme Court. The dispute involved an application by Citi Project Marketing to wind up VG Projects on the just and equitable ground and a challenge by VG Projects to the validity of an Extraordinary General Meeting (EGM) held by Citi Project Marketing. The key legal issues included whether the relationship breakdown between the shareholders justified a winding up order under the just and equitable principle and whether the lack of quorum at the EGM constituted a procedural irregularity that caused substantial injustice.

The court found that Citi Project Marketing was not a quasi-partnership, and while there was a breakdown in relationships between the shareholders, this did not prevent the company from functioning and paying its creditors. The company's purpose had not failed, and it was in a liquid state. The court also concluded that there were other avenues for redress available to the shareholder who brought the winding up application. Therefore, the court dismissed the winding up application. Regarding the EGM, the court determined that the absence of a quorum constituted a procedural irregularity but found no substantial injustice caused by this irregularity. The court declared the EGM and the resolutions passed at it to be valid.

The court's final orders were that the winding up application be dismissed and that the EGM of 24 December 2016 and the resolutions passed at it were declared valid.