Edenham Pty Ltd v Premier Holdings Pty Ltd - [2015] WASC 17

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION: EDENHAM PTY LTD -v- PREMIER HOLDINGS PTY LTD [2015] WASC 17

CORAM: LE MIERE J

HEARD: 15 JANUARY 2015

DELIVERED : 20 JANUARY 2015

FILE NO/S: CIV 1517 of 2014

BETWEEN: EDENHAM PTY LTD
First Plaintiff
KRIS GOLDSMITH MEARES
Second Plaintiff
MICHELLE LORRAINE MEARES
Third Plaintiff
PETER FRANK HARDING
Fourth Plaintiff
JENNIFER ELLEN HARDING
Fifth Plaintiff
COLIN GEORGE MILLER
Sixth Plaintiff
CAROLINE LOUISE MILLER
Seventh Plaintiff
AND
PREMIER HOLDINGS PTY LTD
First Defendant
ALEX GOLDSMITH MEARES
Second Defendant
KERRY ANNE MEARES
Third Defendant
BRENDAN ROBERT JAGOE-BANKS
Fourth Defendant
MALCOLM GEORGE COCKMAN
Fifth Defendant
ANDREW JAMES LEANEY
Sixth Defendant

Catchwords:

Application for interlocutory injunction - Quia timet relief - Undertaking offered by defendant accepted - Injunction refused

Trusts - Fraud on power

Legislation:

Nil

Result:

Undertaking by defendants accepted
Injunction refused

Category: B

Representation:

Counsel:

First Plaintiff                :     Mr P J Hannan
Second Plaintiff            :     Mr P J Hannan
Third Plaintiff              :     Mr P J Hannan
Fourth Plaintiff            :     Mr P J Hannan
Fifth Plaintiff                :     In person
Sixth Plaintiff               :     Mr P J Hannan
Seventh Plaintiff           :     Mr P J Hannan
First Defendant            :     Mr M R B Hemery
Second Defendant        :     Mr M R B Hemery
Third Defendant           :     Mr M R B Hemery
Fourth Defendant         :     In person
Fifth Defendant            :     In person
Sixth Defendant           :     In person

Solicitors:

First Plaintiff                :     McAuliffe Legal Margaret River
Second Plaintiff            :     McAuliffe Legal Margaret River
Third Plaintiff              :     McAuliffe Legal Margaret River
Fourth Plaintiff            :     McAuliffe Legal Margaret River
Fifth Plaintiff                :     In person
Sixth Plaintiff               :     McAuliffe Legal Margaret River
Seventh Plaintiff           :     McAuliffe Legal Margaret River
First Defendant            :     Hotchkin Hanly
Second Defendant        :     Hotchkin Hanly
Third Defendant           :     Hotchkin Hanly
Fourth Defendant         :     In person
Fifth Defendant            :     In person
Sixth Defendant           :     In person

Case(s) referred to in judgment(s):

Apotex Pty Ltd v Les Laboratories Servier [No 2] (2012) 293 ALR 272
Australian Broadcasting Corporation v Lenah Game Meats Pty Ltd [2001] HCA 63; (2001) 208 CLR 199
Australian Broadcasting Corporation v O'Neill (2006) 227 CLR 57

LE MIERE J: The plaintiffs seek interlocutory injunctions to restrain the defendants from calling or attending any meeting of the Advisory Committee of the Osprey Unit Trust (the Trust) and from taking certain actions in relation to the Trust or any action to impede this action and two other actions in this court from proceeding to determination by the court.

The Trust

The first plaintiff, Edenham Pty Ltd (Edenham) is the trustee of the Trust and as trustee carries on the business of providing survey, drafting and project management services for property developers. The second plaintiff, Kris Meares, and the fourth plaintiff, Mr Harding, are the directors and shareholders of Edenham.
There is, or maybe, controversy about the number of units issued in the Trust. The Trust was established by a deed of trust dated 1 July 1989. The trust deed provides that the trust fund is divided into 100 units and that the first defendant, Premier Holdings, is the original unit holder and holds 10 units. Clause 8(d) of the trust deed provides that the trustee has the power to issue additional units in the Trust but that the trustee shall not exercise the power except as maybe unanimously approved by the representatives to the Advisory Committee. The plaintiffs plead, and the first to third defendants admit, that the number of units issued in the Trust is as follows:
1.Kris Meares and his wife, the third plaintiff, jointly hold 20 units;
2.Mr Harding and his wife, the fifth plaintiff, jointly hold 82 units;
3.the sixth and seventh plaintiffs jointly hold 30 units;
4.the fourth defendant, Mr Jagoe‑Banks, holds 71 units;
5.the fifth defendant, Mr Cockman, holds 15 units; and
6.the sixth defendant, Mr Leaney, holds 8 units.
In their statement of claim the plaintiffs plead that Premier Holdings holds 46 units. In their defence the first to third defendants plead that Premier Holdings holds 58 units. The difference arises from a dispute as to the validity of the purported issue and dealing with certain units which it is not necessary to detail.
Premier Holdings carries on business as a property developer, property investor and project manager of property developments. The second defendant, Alex Meares, and his wife, Kerry Meares, the third defendant, are the directors and shareholders of Premier Holdings.

Equity Suit and Corporations Proceedings

The parties are involved in two other actions in this court. The first, CIV 2715 of 2013, was commenced in November 2013. This action, which the plaintiffs describe as the Equity Suit, is an action brought by Edenham against Alex Meares, Kerry Meares and Premier Holdings. In that action Edenham makes the following allegations:
1.Premier Holdings competed with Edenham for work of the same kind as that undertaken by Edenham. Alex Meares and Kerry Meares were directors of Premier Holdings and involved in the business carried on by Premier Holdings.
2.Alex Meares and Kerry Meares' conduct was in breach of equitable and statutory duties they owed to Edenham as a result of which Edenham suffered loss and damage.
The second related action, COR 44 of 2014, was commenced in March 2014. It arises out of a statutory demand served on Edenham by Premier Holdings under Corporations Act 2001 (Cth) s 459E(2)(a) for the payment of $265,624.45. In that action, which the plaintiffs refer to as the Corporations Proceeding, Edenham has applied to set aside the statutory demand. Neither the Equity Suit nor the Corporations Proceeding has yet been determined by this court.

The Advisory Committee

Clause 7 of the trust deed establishing the Trust provides for the establishment of a committee of representatives of the unit holders which committee is referred to as the Advisory Committee. Clause 7(b) provides that the Advisory Committee shall have the power to advise and/or direct the trustee and the trustee shall be obliged to seek prior advice from the Advisory Committee in relation to various matters concerning the business carried on by the trustee and the trust fund. The subclause also provides that the rights, powers, authorities and discretions conferred on the trustee under or by virtue of the provisions contained in the trust deed shall be subject to the directions of the Advisory Committee.
No unit holder appointed a representative to the Advisory Committee and consequently no meeting of the Advisory Committee occurred before April 2014. In April 2014, that is after Edenham had commenced the Equity Suit and the Corporation Proceedings, Premier Holdings gave notice to the trustee appointing Alex Meares as the representative of Premier Holdings to the Advisory Committee and Mr Jagoe‑Banks, Mr Leaney and Mr Cockman each gave notice to the trustee appointing Mr Jagoe‑Banks as their respective representatives to the Advisory Committee. At the time of this hearing none of the plaintiffs had appointed a representative to the Advisory Committee.

April 2014 Advisory Committee Meeting

On 17 April 2014 there was a meeting, or purported meeting, of the Advisory Committee convened by Mr Jagoe‑Banks and attended by Alex Meares, Mr Jagoe‑Banks and Mr Cockman. The meeting passed a number of resolutions to the following effect:
1.The trustee is directed to enter into the deed of settlement and release as amended by the meeting. The effect of the draft deed of settlement and release amended at the meeting is to settle the Equity Suit, Corporations Proceedings and any further claims between the parties on the basis that all parties waive and release the other parties from all claims without any further payment.
2.The trustee is directed to discontinue the Equity Suit and the Corporations Proceedings.
3.The trustee is directed to provide written advice to the appointees of the Advisory Committee outlining all details where the trustees have transferred assets from the Trust together with full details of any arrangements made with non‑arms length entities of the trustee involving the sale, use, lease or rental of the Trust assets.
4.The trustee is directed to provide a copy of the 2013 financials for the Trust by 30 April 2014.
The trustee, Edenham, does not accept the validity of the resolutions passed at that meeting and has not done the things it was directed to do by the resolutions passed at that meeting except that Edenham has provided the information referred to in resolutions 3 and 4.

Proposed Advisory Committee meetings

On 11 December 2014 Mr Jagoe‑Banks gave notice of a meeting of the Advisory Committee to be held on 18 December. On 12 December the plaintiffs' solicitor wrote to Mr Jagoe‑Banks requiring him to withdraw his request for the meeting of the Advisory Committee. On 15 December Mr Jagoe‑Banks withdrew the notice of meeting and stated his intention to convene the meeting at a later date. The plaintiffs' solicitor sought an undertaking from Mr Jagoe‑Banks and the other defendants not to summons a meeting of the Advisory Committee to discuss any matter related to this action or to remove the trustee or restrain the trustee in the exercise of the trustee's powers that could lead to this action being impeded from determination by the court. The defendants did not give the undertaking sought.
On 16 December Mr Jagoe‑Banks served a further notice of meeting of the Advisory Committee to be held on 14 January 2015. The plaintiffs' solicitors gave notice of their intention to seek injunctions to restrain the holding of the meeting. There were then discussions between the solicitors for the plaintiffs and the solicitors for the first to third defendants concerning the plaintiffs' foreshadowed application for injunctions. On 19 December 2014 Mr Jagoe‑Banks withdrew his notice of meeting of 16 December 2014 and served an amended notice of meeting of the Advisory Committee to be held on 21 January 2015. It is that notice and the meeting to be held on 21 January 2015 which is the subject of the injunctions now sought by the plaintiffs.
By his amended notice of meeting Mr Jagoe‑Banks gives notice of a meeting to transact the following business:
1.Trustees to table and provide to any Advisory Committee member who has not been previously provided with the following information (the Financial Information):
1.12012 financials;
1.22013 financials;
1.3financial information regarding transfer of trust assets to BSO Development Consultants Pty Ltd previously provided to Premier Holdings through their solicitors.
2.Trustees' representative to provide a verbal report and explanation to the Advisory Committee in relation to the transactions and performance of the business as disclosed in the Financial Information and in relation to the trustee's decision to transfer the Trust's assets to BSO Development Consultants Pty Ltd.
3.Advisory Committee members to ask any questions they have of the trustee's representative arising from the documents tabled in 1. and the verbal report and explanation given in 2.

The current action

On 16 April 2014, that is the day before the first Advisory Committee meeting, the plaintiffs commenced this action. The plaintiffs claim declarations that the members of the Advisory Committee have no power to direct Edenham to discontinue the Equity Suit and the Corporations Proceeding or to execute the draft deed of settlement and release. The plaintiffs claim injunctions restraining Alex Meares, Mr Jagoe‑Banks and Mr Cockman from passing any resolution of the Advisory Committee directing Edenham to do those things. The plaintiffs alternatively seek orders varying the trust deed to remove the power of the Advisory Committee to exercise any such power. The plaintiffs seek injunctions restraining Alex Meares, Mr Jagoe‑Banks and Mr Cockman from contending that Edenham did not validly commence the Equity Suit and restraining Premier Holdings from contending that Edenham did not validly commence the Corporations Proceeding.
The plaintiffs have given notice of their intention to amend the writ of summons to plead the resolutions passed at the Advisory Committee meeting on 17 April 2014 and the notices of meeting of the Advisory Committee given by Mr Jagoe‑Banks on 11 December, 16 December and 19 December 2014 and the meeting proposed to be held on 21 January 2015. In the proposed amended writ the plaintiffs seek additional relief. The plaintiffs seek injunctions restraining the defendants from summoning or attending any meeting of the Advisory Committee and from calling any meeting of the Advisory Committee to consider any actions of Edenham that are or may be the subject of this action, the Equity Suit and the Corporations Proceeding. The plaintiffs seek an injunction restraining the defendants from taking any action that would lead to the removal of Edenham as trustee. The plaintiffs seek an injunction restraining the defendants from taking any action that could lead to this action, the Equity Suit or the Corporations Proceeding being impeded from proceeding to determination by the court. Finally, the plaintiffs seek an injunction restraining the defendants from taking any action to amend the terms of the trust deed, or to remove any holder of any office or power of appointment under the trust deed, or causing the Advisory Committee to consider any transfer notice by a proposed transferor of units, any resolution terminating the Trust, to make directions in relation to the trust bank accounts, to distribute income of the Trust and the consideration of a resolution to direct the trustee in relation to the payment of capital.

Injunctions sought

The plaintiffs seek interlocutory injunctions restraining the defendants from doing the following things:
1.summoning or attending any meeting of the Advisory Committee;
2.taking any action that would lead to the removal of Edenham as trustee;
3.taking any action that could lead to these proceedings, the Equity Suit or the Corporations Proceedings being impeded from proceeding to determination;
4.taking any action to:
(a)amend the terms of the trust deed;
(b)or to cause the Advisory Committee to do any of the following things:
(i)consider any transfer notice by a proposed transferor of units in the Trust;
(ii)consider a resolution terminating the Trust;
(iii)make decisions in relation to the bank accounts of the Trust;
(iv)distribute income of the Trust; and
(v)consider a resolution to direct the trustee in relation to the payment of capital.

Undertaking offered by first to third defendants

The first, second and third defendants have offered an undertaking to the court in relation to the meeting of the Advisory Committee to be held on 21 January 2015 that:
1.Alex Meares will attend the meeting as the representative of Premier Holdings and Premier Holdings, Alex Meares and Kerry Meares will not procure the attendance of any other person to represent Premier Holdings at the 21 January meeting; and
2.in that capacity Alex Meares will neither vote on any resolution put to the 21 January meeting nor ask any question pursuant to the agenda set out in the notice or on any other matter considered at the 21 January meeting that relates to the loan accounts of Premier Holdings with Edenham, nor any other matter relating to the following proceedings before this court:
(a)this proceeding;
(b)CIV 2715 of 2013 (the Equity Suit); or
(c)COR 44 of 2014 (the Corporations Proceeding).

Non‑appearance by fourth to sixth defendants

Counsel for the plaintiffs informed the court that the fourth to sixth defendants were served by email with the chamber summons and informed of the date and time of the hearing. Upon the undertaking of the plaintiffs to file an affidavit of service to that effect I determined to proceed with the hearing of this application.

Abridgement of time

This application relates to a meeting proposed to be held on 21 January 2015. The first to third defendants appeared and made no objection to the application proceeding. The fourth to sixth defendants did not appear on the hearing of this application but I am satisfied that they had notice of the hearing. In all the circumstances the time for the hearing of this chamber summons will be abridged to enable it to be heard on the day of the hearing, 15 January 2015.

Relevant principles concerning interlocutory injunctions

In Australian Broadcasting Corporation v Lenah Game Meats Pty Ltd [2001] HCA 63; (2001) 208 CLR 199 a majority of the High Court held that, where an interlocutory injunction is sought in respect of private rights, it is necessary to identify the legal or equitable rights which are to be determined at the trial and in respect of which the final relief is sought. Their Honours who comprised the majority in that case held that the final relief sought need not be injunctive in nature but injunctive relief must relate to the final relief sought. Gleeson CJ said:
Sir Frederick Jordan, in his Chapters on Equity in New South Wales, said:
'The purpose of an interlocutory injunction is to keep matters in status quo until the rights of the parties can be determined at the hearing of the suit.'
…
The corollary of the proposition stated by Sir Frederick Jordan is that a plaintiff seeking an interlocutory injunction must be able to show sufficient colour of right to the final relief, in aid of which interlocutory relief is sought [9] - [11].
The principles governing the grant or refusal of an interlocutory injunction were explained by Gummow and Hayne JJ in Australian Broadcasting Corporation v O'Neill (2006) 227 CLR 57 [65] ‑ [71] (Gleeson CJ & Crennan J agreeing). Their Honours said that in considering whether to grant an interlocutory injunction the court addresses itself to two main inquiries. The first is whether the plaintiff has made out a prima facie case, in the sense that if the evidence remains as it were there is a probability that at the trial of the action the plaintiff will be held entitled to relief. The second inquiry is whether the inconvenience or injury which the plaintiff would be likely to suffer if an injunction were refused outweighs or is outweighed by the injury which the defendant would suffer if an injunction were granted. The phrase 'prima facie case' does not mean that the plaintiff must show that it is more probable than not that at trial the plaintiff will succeed; it is sufficient that the plaintiff show a sufficient likelihood of success to justify in the circumstances the preservation of the status quo pending the trial. How strong the probability needs to be depends upon the nature of the rights the plaintiff asserts and the practical consequences likely to flow from the order he seeks. The court does not conduct any form of preliminary trial. Its task is not to predict the result of a later trial based upon incomplete and untested materials. The court's function is to decide what the application of the organising principles in all the circumstances indicates is the correct balance of justice between the parties pending trial. The nature of the rights which the plaintiff asserts and the practical consequences for the parties which would flow from the interlocutory order sought if granted, govern the requisite strength or seriousness of the plaintiff's case for such an order being made.

Quia timet relief

For the most part the interlocutory relief sought by the plaintiffs is a quia timet injunction, that is an injunction to restrain wrongful acts which are threatened or imminent but have not yet commenced.
Courts have always adopted a cautious approach when asked to award an injunction for the purpose of preventing a threatened unlawful interference with the exercise of the plaintiff's rights prior to actual harm being suffered. A quia timet injunction may be granted if the applicant can show that what the respondent is threatening and intending to do will cause imminent and substantial damage to the applicant. The degree of probability of future injury to the applicant is not an absolute standard. The likelihood of the conduct occurring must be weighed against the degree of seriousness of the injury, the inconvenience to the respondent and the requirements of justice between the parties. However it must be shown that there is some likelihood that the conduct will occur: Apotex Pty Ltd v Les Laboratories Servier [No 2] (2012) 293 ALR 272 [42] (Bennett J).

Undertaking in lieu of injunction

Where, as here, a defendant has offered an undertaking to the court, the court may accept the undertaking in lieu of an injunction if the court considers the undertaking sufficient to protect the plaintiff. Where the court accepts the defendant's undertaking the plaintiff should generally be required to give a cross‑undertaking as to damages.

Prima facie case

In their outline of submissions the plaintiffs submitted there is a prima facie case that the issue of a number of units in the Trust to Premier Holdings and Mr Jagoe‑Banks was invalid. On the hearing of this application counsel for the plaintiffs conceded that the plaintiffs had not made out a prima facie case to that effect.
The plaintiffs submitted that the appointment of the Advisory Committee is invalid. The plaintiffs base their case on the equitable doctrine of 'fraud on the power'. The expression 'fraud on a power' is a trust law doctrine whose purpose is to limit and control the exercise by trustees of the powers given to them by general law or the instrument that created the powers. The doctrine applies to all trustee powers, including administrative powers, and describes the exercise of a trustee power for a purpose, or with an intention, which is outside the scope of the power being exercised. A fraud on a power is the improper use of a power for a collateral purpose. Any power of appointment conferred on a trustee must be used, as all powers conferred on a trustee must be, fairly and honestly for the purpose for which they are given and not for some ulterior purpose.
The plaintiffs say that the 'fraud on a power' doctrine applies to the exercise of their powers by the unit holders to appoint a representative to the Advisory Committee and to the exercise by those representatives of their powers as members of the Advisory Committee. The plaintiffs say that Premier Holdings, Mr Jagoe‑Banks, Mr Leaney and Mr Cockman exercised their power to appoint a representative to the Advisory Committee for a collateral or improper purpose. As best I can understand it the plaintiffs' case is that the relevant defendants appointed representatives to the Advisory Committee so that a meeting of the Advisory Committee could be convened and the representatives of the relevant defendants could propose and pass resolutions to direct Edenham to discontinue the Equity Suit and the Corporations Proceedings and resolve all claims between the parties on the basis that all parties waive and release the other parties from all claims. The plaintiffs say that such resolutions are beyond the power of the Advisory Committee and are for an improper purpose, that is to gain an advantage for Premier Holdings, Alex Meares and Kerry Meares.
The plaintiffs face considerable difficulty in making out that case. The Advisory Committee is established by the trust deed, notwithstanding that it has no members until one or more unit holders appoint a representative to the committee. The relevant power exercised by each of the relevant defendants is to appoint a representative to the Advisory Committee. That is not a power which has to be exercised for any purpose other than advancing the interest of the unit holder. The plaintiffs say that the appointment of a representative to the committee is a means to an end where the end is that the committee pass resolutions that are for a collateral or improper purpose. Nevertheless, the exercise of the power to appoint a representative to the committee is the exercise of a power different and separate from the power of a representative to vote at a meeting of the committee to pass a resolution directing the trustee to do certain things. Assuming for the purposes of this argument that the exercise of the power to vote for a certain resolution at a meeting of the Advisory Committee might be a fraud on the power because it is exercised for an improper or collateral purpose, it does not necessarily follow that the exercise of the power to appoint a representative to the committee is tainted by that improper purpose so as to render the appointment of the representative invalid.
The plaintiffs further submit that even if the Advisory Committee is validly appointed then upon a proper construction of the trust deed, the Advisory Committee does not have the power to direct Edenham to discontinue the Equity Suit and the Corporations Proceeding and execute the draft settlement and release deed. Further, the plaintiffs say that even if upon a proper construction of the trust deed the Advisory Committee has the power to direct Edenham to discontinue the Equity Suit and the Corporations Proceeding and execute the draft deed of settlement and release, such a power is fiduciary and is not being exercised for a proper purpose.
I find it unnecessary to consider those arguments. The injunction sought by the plaintiffs is a quia timet injunction. The plaintiffs submit that a quia timet injunction may be granted if the plaintiffs show that what the defendant is threatening and intending to do will cause imminent and substantial damage to the plaintiffs. It must, however, be shown there is some likelihood that the conduct will occur. There is no evidence that the defendants are threatening or intending to move a resolution at the Advisory Committee meeting on 21 January 2015 to direct Edenham to discontinue the Equity Suit and the Corporations Proceeding or execute the draft settlement and release deed or to vote in favour of any such motion or any resolution for an improper purpose. The first to third defendants have offered an undertaking to the court not to vote on any resolution that relates to any matter relating to the Equity Suit, the Corporations Proceeding or this action.
The notice by Mr Jagoe‑Banks of a meeting of the Advisory Committee on 21 January 2015 states the business to be transacted at the meeting. The business does not relate to the Equity Suit, the Corporations Proceedings or this action or the matters in issue in this action. Clause 7(h) of the trust deed provides that unless otherwise agreed unanimously by the representatives of all unit holders no business other than that specified in the notice summoning the meeting shall be transacted at the meeting. The first to third defendants have given an undertaking which precludes them from agreeing to any matter relating to the Equity Suit, the Corporations Proceeding or this action being considered at the meeting. Accordingly, the Advisory Committee meeting on 21 January 2015 will not be able to consider any matter relating to those matters.
At its meeting on 17 April 2014 the Advisory Committee passed resolutions directing the trustee to discontinue the Equity Suit and the Corporations proceedings and to execute the draft deed of settlement and release. Edenham has declined to comply with those directions and their validity will be determined in this action. The defendants have not threatened to pass further resolutions to that effect or to remove Edenham as trustee or alter the terms of the trust deed.

Balance of convenience

The plaintiffs will not suffer any substantial inconvenience or injury if the Advisory Committee meeting proceeds on 21 January 2015. The business of the meeting of which notice has been given is limited. If a representative of the trustee does not attend the meeting then even that business may be limited. Other business may be transacted with the unanimous agreement of the representatives of the unit holders but that business cannot extend to any matter relating to the Equity Suit, the Corporations Proceeding or this action because of the undertaking offered by the first to third defendants. The court should not anticipate that the representatives will transact any other business at the meeting that might be unlawful or for an improper purpose.

Conclusion

The undertaking offered by the first to third defendants removes the risk that the Advisory Committee meeting on 21 January 2015 will consider or pass resolutions on any matter relating to the Equity Suit, the Corporation Proceedings or this action. There is no sufficient likelihood of the meeting considering or giving any directions to the trustee which are beyond power or for an improper purpose. The court will accept the undertaking offered by the first to third defendants on a cross‑undertaking as to damages from Edenham and Mr Harding.
Having regard to the nature of the rights the plaintiffs assert and the practical consequences likely to flow from granting or not granting the injunctions sought, the plaintiffs have not shown a sufficiently strong case to justify the injunctions sought by the plaintiffs. It is not appropriate to restrain the defendants from proceeding with the meeting on 21 January 2015. It is unnecessary to restrain the fourth to sixth defendants in the terms of the undertaking given by the first to third defendants because without the agreement of the first to third defendants, which they are precluded from giving by their undertaking, the meeting cannot consider any matter related to the Equity Suit, the Corporations Proceedings or the matters in this action.
Upon the first to third defendants' undertaking referred to, and the undertaking as to damages by Edenham and Mr Harding, the plaintiffs' application for injunctions will be dismissed.

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Citations

Edenham Pty Ltd v Premier Holdings Pty Ltd [2015] WASC 17

Cases Citing This Decision

0

Cases Cited

2

Statutory Material Cited

1

Australian Broadcasting Corporation v Lenah Game Meats Pty Ltd [2001] HCA 63