In the matter of Maleny Tricorp Hotel Pty Ltd

In the case of Maleny Tricorp Hotel Pty Ltd, the dispute was between the company and its director, Mr. Tan. The company sought to remove Mr. Tan as a director by passing a resolution at a general meeting of the members, but Mr. Tan argued that the resolution was invalid due to the terms of a shareholders' agreement. The case was heard in the Queensland Supreme Court.

The primary legal issue was whether the company had the power to pass resolutions to remove Mr. Tan as a director, given the interaction between the company's constitution and the shareholders' agreement. The court needed to determine whether the shareholders' agreement limited the company's ability to exercise its rights under the constitution to remove a director. The court also had to consider whether the company's resolution complied with the requirements of the Corporations Act and the company's constitution.

The court found that the company had the power to pass resolutions to remove Mr. Tan as a director. The shareholders' agreement did not limit the company's ability to exercise its rights under the constitution to remove a director, and the resolution complied with the requirements of the Corporations Act and the company's constitution. The court held that the resolution to remove Mr. Tan was valid and enforceable. The court also found that Mr. Tan's actions as a director were in breach of his fiduciary duties, and that he was liable to account for profits he had made from competing with the company.

The final orders of the court were that Mr. Tan be removed as a director of the company, and that he pay damages to the company for his breach of fiduciary duty. The court also ordered that Mr. Tan be restrained from competing with the company in the future. The court did not make any orders regarding the shareholders' agreement, as it found that the company had the power to pass resolutions to remove a director regardless of the terms of the agreement.