Hill v Forteng Pty Ltd

In the Federal Court of Australia, Hill, a director of Forteng Pty Ltd, brought proceedings against the company alleging that he was oppressed by the company under section 233 of the Corporations Act 2001 (Cth). Hill contended that he was owed salary arrears and that the company had not treated him fairly. The company, Forteng Pty Ltd, denied that it owed Hill any arrears and argued that any agreements made between the parties were not binding due to a lack of consideration. The case also involved a dispute over the valuation of Hill's shares upon his resignation, which was to be determined by an independent expert.

The court was required to determine whether Hill was owed salary arrears and if the agreements between him and the company were valid and enforceable. The court also needed to decide if the independent expert's valuation of Hill's shares was correct or if it contained manifest errors. The court examined the terms of the employment contract, the oral agreements between the parties, and the shareholders' deed to resolve these issues.

The court found that there was no oppression of Hill by the company as there were no arrears owed to him. It also determined that the oral agreements between Hill and the company were valid and enforceable as they were supported by consideration. The court found that the independent expert's valuation of Hill's shares contained two manifest errors, one involving an erroneous methodology and the other a failure to consider the future prospects of the company's business. Consequently, the court ordered that the valuation dispute be remitted to the expert for re-determination. The court dismissed Hill's claims for damages for breach of his contract of employment and for relief under section 233(1) of the Corporations Act 2001 (Cth).

The court ordered that the valuation dispute be remitted to the independent expert for re-determination. Hill's claims for damages for breach of his contract of employment and for relief under section 233(1) of the Corporations Act 2001 (Cth) were dismissed. The parties were required to file written submissions on the question of costs and whether the proceeding should be re-listed for further hearing within 21 days. The court granted liberty to apply for further orders.