In the matter of MSU Management Pty Ltd - Urusoglu v MSU Management Pty Ltd and ors

The case between MSU Management Pty Ltd - Urusoglu v MSU Management Pty Ltd and ors involved the former shareholder of the company seeking to enforce an agreement allegedly made with the second defendant, whereby they were to transfer shares back to her. The dispute also encompassed claims for rectification of the share register, breach of director's duties, restitution, deceit, and possession of land. The court was required to determine if the agreement existed, whether it had been frustrated, if there was oppression, if restitution was owed, if deceit had occurred, and if the company was entitled to possession of the land and mesne profits.

The court found that the plaintiffs had not established the existence of an agreement obligating the second defendant to transfer the shares back to the former shareholder. Consequently, the claim for breach of this alleged agreement failed. The court also held that the agreement, as found, had not been frustrated as a matter of law, even if the failure of a third party to complete a contract for the sale of land could be considered a frustrating event, it was self-induced.

Furthermore, the court ruled that there was no basis for rectifying the share register or establishing oppression in relation to the former shareholder's departure from the company. The claim regarding a breach of director's duties by the second defendant was dismissed as the former shareholder was not entitled to the shares in question. The court also rejected the alternative quantum meruit claim for the completion of subdivision works, given that the value of the works had not been adequately established. Additionally, the claim for damages in deceit was not established, and the company was entitled to an order for possession of the land, with mesne profits to be assessed.