Foody v Horewood (No 2)

Foody v Horewood (No 2) is a case concerning a dispute between the minority shareholder, Mr. Foody, and the majority shareholder, Mr. Horewood, of a family-owned company. The minority shareholder claimed that the majority shareholder had oppressed him by refusing to buy out his shares at a fair value. The case was heard in the Supreme Court of Victoria, with the Court tasked with determining the fair value of the minority shareholder's shares and whether the majority shareholder had indeed oppressed the minority shareholder. The court had to determine the appropriate method for ascertaining the fair value of the shares in question. The minority shareholder argued for a valuation based on the company's net asset value, while the majority shareholder proposed a discounted cash flow analysis. The court held that the net asset value method was appropriate and that the majority shareholder had indeed oppressed the minority shareholder by refusing to purchase his shares at a fair value. The court ordered that the fair value of the minority shareholder's shares be determined using the net asset value method and that the majority shareholder purchase the minority shareholder's shares at this value. The court also found that the majority shareholder had engaged in oppressive conduct and ordered him to compensate the minority shareholder for the oppression.