In the matter of Bicher and Son Pty Ltd

In the matter of Bicher and Son Pty Ltd, the plaintiff, Bicher, brought proceedings against the defendant, Son, seeking relief on several grounds, including oppressive conduct, unfair prejudice, and unfair discrimination under the Corporations Act 2001 (Cth). The case involved an allegation that the defendant’s conduct, including the cessation of cash payments of wages, which contributed to the company’s tax non-compliance, was oppressive. The dispute also included other claims that were not substantiated. The matter was heard in the Federal Court of Australia.

The legal issues before the court involved determining whether the defendant’s conduct constituted oppressive conduct, unfair prejudice, or unfair discrimination under the Corporations Act. The court also needed to consider whether a winding up order on just and equitable grounds was warranted and whether it was appropriate to order a buyout of one shareholder by the other. The primary focus was on whether the cessation of cash payments and the resulting tax non-compliance amounted to oppressive conduct and whether the public interest required a winding up order.

The court held that the plaintiff’s claims of oppressive conduct and unfair prejudice were not substantiated as the plaintiff failed to demonstrate that the defendant’s conduct was oppressive or unfair. The cessation of cash payments of wages, which led to tax non-compliance, was not found to be oppressive conduct, and other grounds of oppression were not established. Furthermore, the court concluded that a winding up order was not in the public interest. Regarding the potential buyout, the court determined that it was not appropriate to order one shareholder to buy out the other as both parties had participated in the cash payments leading to the tax non-compliance.

The court ordered that the proceedings be dismissed, with no orders for costs.