In the matter of Azzurri Group Holdings Pty Ltd (No 2)

Azzurri Group Holdings Pty Ltd (No 2) involved a dispute between shareholders in a private company. The first plaintiff claimed that the second and third defendants had engaged in oppressive conduct by causing the compulsory sale of his shares in the company. The dispute centred on the validity of a notice alleging breaches of a shareholders agreement, the process of the compulsory sale, and whether the price paid for the shares was fair. The case was heard in the Supreme Court of New South Wales.

The primary legal issues were whether the first plaintiff breached the shareholders agreement, the validity of the breach notice, whether the first plaintiff remedied any breaches, and the validity of the dispute notice and valuer appointment. Additionally, the court had to determine if the compulsory sale of shares was in accordance with the shareholders agreement, and whether the sale price was less than the fair value of the shares.

The court found that the first plaintiff did breach the shareholders agreement, and the breach notice was valid. However, the first plaintiff had not remedied the breaches and did not issue a dispute notice as required by the shareholders agreement. The court also determined that the valuer was validly appointed and that the valuation complied with the shareholders agreement. Consequently, the compulsory sale of the first plaintiff's shares was deemed lawful, and there was no oppressive conduct. The price paid for the shares was considered fair.

The court ordered that the compulsory sale of the first plaintiff's shares be upheld, and no further orders were made regarding the valuation or oppressive conduct.