Joint v Program It Pty Ltd

The case of Joint v Program It Pty Ltd involved a dispute between the shareholder of a company and the company’s director. The shareholder, Joint, sought relief on the grounds of oppression, alleging that the director, who was also a family member, had paid himself and other family members excessive remuneration. The dispute was heard in the Supreme Court of Victoria. The central issue was whether the director's remuneration was excessive and whether the salaries paid were commensurate with the work undertaken, as well as the impact of these payments on the fair value of the minority shareholder's holding.

The court had to determine whether the remuneration paid to the director and other family members constituted oppression within the meaning of the Corporations Act 2001. The key issue was whether the salaries paid were excessive and not in line with the duties performed, and whether this had unfairly prejudiced the minority shareholder. The court also needed to consider the fair value of the minority shareholder’s holding in light of the remuneration payments. This required an analysis of the market value of the company before and after the alleged excessive payments.

The court examined the evidence regarding the nature and extent of work performed by the director and other family members, and compared it to the remuneration paid. It found that the salaries paid were not commensurate with the work undertaken and that the value of the company had significantly diminished when adjusted for these payments. Applying the principles from Re SRW Nominees Pty Ltd (No. 2) [2020] VSC 323, the court concluded that the director's actions amounted to oppression. Consequently, the court granted the relief sought by the minority shareholder, ordering an adjustment to the remuneration and a fair valuation of the minority shares.