Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd

Fexuto Pty Ltd (the appellant) appealed to the Court of Appeal of New South Wales against orders made by the trial judge concerning a dispute with Bosnjak Holdings Pty Ltd (the respondent). The underlying dispute involved allegations of oppression arising from Fexuto's exclusion from the day-to-day management of a company.

The Court of Appeal was required to determine whether Fexuto had been subjected to oppressive conduct, specifically in relation to its exclusion from management and the alleged breach of directors' duties. A key issue was the nature of Fexuto's "legitimate expectation" regarding its involvement in management and whether the directors' actions required "fully informed consent" to absolve them from liability for any breach of fiduciary duty.

The Court found that Fexuto had indeed been oppressed, applying principles related to the Corporations Law. It reasoned that the exclusion from management constituted oppressive conduct and that the directors had failed to obtain the necessary fully informed consent to any actions that might have breached their fiduciary duties. The Court allowed the appeal, dismissed the cross-appeal, and varied the orders of the trial judge, including adjusting dates and a percentage relating to a buy-out or distribution. The respondents were ordered to pay two-thirds of the appellant's costs of the appeal and cross-appeal.