In the matter of Mobius Distilling Pty Ltd (in liq)

The case involves Mobius Distilling Pty Ltd, which was in liquidation at the time of the proceeding. The dispute was centered around an alleged oppression of minority shareholders, specifically regarding a buy-out offer made by the majority shareholders. The matter was heard in the Supreme Court of Victoria. The minority shareholders sought remedies under the Corporations Act, claiming that the buy-out offer was oppressive and that they were entitled to certain protections under the Act.

The court had to determine whether the buy-out offer constituted oppressive conduct under the Corporations Act. This required an analysis of the fairness of the offer to the minority shareholders and whether the majority shareholders had acted in a manner that was prejudicial to the minority. Additionally, the court had to consider the terms of any potential buy-out order, particularly in light of the company being in liquidation. The court was also tasked with assessing whether indemnity costs should be awarded against the defendants based on the principles of Calderbank, which pertain to offers of settlement and the implications of not accepting such offers.

The court found that the buy-out offer was not oppressive, as it was deemed fair and reasonable in the circumstances. The court held that the majority shareholders had not acted in a manner that was unfairly prejudicial to the minority shareholders. Consequently, the court declined to make a buy-out order. Regarding the costs, the court found that the defendants were not liable for indemnity costs under the Calderbank principles, as the minority shareholders had not acted unreasonably in rejecting the settlement offer. The court concluded that the defendants were not entitled to indemnity costs.