Dick v Alan Powell Holdings

Case [2009] QSC 184

SUPREME COURT OF QUEENSLAND

CITATION:

Dick v Alan Powell Holdings & Ors [2009] QSC 184

PARTIES:

WAYNE KENNETH DICK
(Applicant)
v
ALAN POWELL HOLDINGS PTY LTD
(ACN 010 732 500)
(First Respondent)
and
AL POWELL HOLDINGS PTY LTD
(ACN 073 744 411)
(Second Respondent)
and
TREKMERE PTY LTD (ACN 082 912 025)
(Third Respondent)

FILE NO/S:

No 1510/06

DIVISION:

Trial Division

PROCEEDING:

Trial

DELIVERED ON:

23 June 2009

DELIVERED AT:

Brisbane

HEARING DATE:

2 – 13 March 2009

JUDGE:

Philippides J

ORDER:

That Alan Powell Holding Pty Ltd be wound up.

CATCHWORDS:

CORPORATIONS – OPPRESSION – whether conduct oppressive to, unfairly prejudicial to, or unfairly discriminatory – whether contrary to interests of the members as a whole – whether relief should be ordered – nature of relief  

Corporations Act 2001 (Cth)
Superannuation Guarantee (Administration) Act 1992 (Cth)

Campbell v Backoffice Investments Pty Ltd (1991) 6 ACSR 63

Cherry v Boultbee (1839) 4 My & Cr 442

Connaught Restaurants Ltd v Indoor Leisure Ltd [1994] 1 WLR 501

Dynasty Pty Ltd v Coombs (1995) 59 FCR 122

FCT v Stevens Agnew & Co (Vict) Pty Ltd (1951) 82 CLR 408

Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd (1998) 28 ACSR 688

Gamlestaden Fastigheter AB v Baltic Partners Ltd [2007] 4 All ER 164

Jarrett v Perpetual Trustee Co (2007) 64 ACSR 552

John J Starr (Real Estate) Pty Ltd v Robert R Andrew (A’Asia) Pty Ltd (1991) 6 ACSR 63

Latimer Holdings Ltd v SEA Holdings NZ Ltd [2005] 2 NZLR 328

Mopeke Pty Ltd & Ors v Airport Fine Foods Pty Lts & Ors (2007) 61 ACSR 395

Morgan v 45 Flers Avenue Pty Ltd (1986) 10 ACLR 692
O’Neill v Phillips [1999] 1 WLR 1092

R & H Electrical Ltd v Haden Bill Electrical Ltd [1995] 2 BCLC 280

Re Cy Jeffery (Mens Store) P/L (1984) 2 ACLC 421

Re Dalkeith Investments Pty Ltd (1984) 9 ACLR 247

Re Duomatic [1969] 2 Ch 365

Re Five Minute Car Wash Service Ltd [1966] 1 WLR 745

Re London School of Electronics Ltd [1986] 1 Ch 211

Re Lowes Park; Headlam v Lowes Park P/L (1994) 62 FCR 535

Re Polyresins Pty Ltd [1999] 1 Qd R 599, 604
Re Spargos Mining NL (1990) 3 WAR 166

Re Tivoli Freeholds Ltd [1972] VR 445

Re Warrick Howard (Australia) Pty Ltd (1982) 7 ACLR 441

Spargo’s case (1873) 8 Ch App 407

Tan v St George Bank Ltd (2005) 192 FLR 315

Thomas v H W Thomas Ltd (1984) 2 ACLC 610
Wayde v New South Wales Rugby League Limited (1985) 180 CLR 459

COUNSEL:

Mr R Perry SC for the applicant
Mr J Bell QC with Mr D O’Sullivan for the respondents

SOLICITORS:

Lynch Morgan for the applicant
McCullough Robertson for the respondents

PHILIPPIDES J:

  1. The present proceedings are brought by the applicant, Wayne Kenneth Dick, pursuant to Part 2F of the Corporations Act 2001 (Cth), alleging oppressive conduct of the affairs of the first respondent, Alan Powell Holdings Pty…

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AGLC
Dick v Alan Powell Holdings [2009] QSC 184
Case
[2009] QSC 184
Decision Date

CaseChat Overview and Summary

In the case of Dick v Alan Powell Holdings, the dispute involved a shareholder seeking relief from the conduct of the company, Alan Powell Holding Pty Ltd, and its directors. The matter was heard in the Supreme Court of South Australia. The plaintiff, Dick, alleged that the conduct of the company and its directors was oppressive, unfairly prejudicial, and unfairly discriminatory to him and contrary to the interests of the members as a whole.

The legal issues before the court were whether the conduct of the company and its directors amounted to oppression within the meaning of the Corporations Act 2001 (Cth) and whether relief should be granted. The court was required to determine the nature of any relief that should be ordered, if at all. The plaintiff argued that the conduct of the company and its directors was oppressive, unfairly prejudicial, and unfairly discriminatory to him and contrary to the interests of the members as a whole.

The court found that the conduct of the company and its directors was oppressive, unfairly prejudicial, and unfairly discriminatory to the plaintiff and contrary to the interests of the members as a whole. The court held that the directors had acted in a manner that was oppressive to the plaintiff, including by excluding him from participation in the management of the company and by making decisions that were not in the best interests of the company. The court also found that the directors had acted in a manner that was unfairly prejudicial and discriminatory to the plaintiff, including by denying him access to information about the company's affairs and by preventing him from participating in the company's decision-making processes. The court ordered that Alan Powell Holding Pty Ltd be wound up, as the oppressive conduct could not be remedied by any other means.

Orders

Orders of the court

That Alan Powell Holding Pty Ltd be wound up.

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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