Ledesma v Nobule - [1999] NSWSC 928

CITATION: Ledesma v Nobule [1999] NSWSC 928

CURRENT JURISDICTION: Equity

FILE NUMBER(S): 3231 of 1989

HEARING DATE(S): 10, 11 and 12 August 1999

JUDGMENT DATE:
14 September 1999

PARTIES :

Juan Carlos Ledesma (First Plaintiff)
Ann Jeanette Ledesma (Second Plaintiff)
Nobule Pty. Ltd (First Defendant)
Robert Zagame (Second Defendant) (dismissed 1994)
Mary Zagame (Third Defendant) (dismissed 1994)
Phillip Zagame (Fourth Defendant)
Robert Michael Zagame (Fifth Defendant)
The Boulevarde Shoe Store Pty Ltd (Sixth Defendant)

JUDGMENT OF: Windeyer J at 1

LOWER COURT JURISDICTION: Supreme Court (Master)

LOWER COURT FILE NUMBER(S) :

LOWER COURT JUDICIAL OFFICER: Master McLaughlin

COUNSEL :
Mr. C.D. Freeman (First, Fourth, Fifth and Sixth Defendants)

SOLICITORS: Mr. T.P. Orlizki of Barnetts (Plaintiffs)
LW Williams & Associates (First, Fourth, Fifth and Sixth Defendants)

CATCHWORDS: APPEAL from Master's decision - valuation of shares - oppression - appeal dismissed

DECISION: Appeal dismissed with costs

1
IN THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION
WINDEYER J
TUESDAY 14 SEPTEMBER 1999
3231/89 JUAN CARLOS LEDESMA & ANOR v NOBULE PTY LIMITED & ORS
JUDGMENT
Outline
1 This is an appeal from a decision of Master McLaughlin. The plaintiffs are shareholders in Nobule Pty. Limited (Nobule) and brought proceedings for oppression under s320(2) of the Companies (New South Wales) Code seeking an order that the company be wound up or that the other shareholders purchase their shares. The proceedings commenced by summons filed on 30 June 1989. On 4 October 1991 an order was made that the action proceeding on pleadings. On 7 February 1994 consent orders were made as follows:

1. Order that the fourth, fifth and sixth defendants purchase the plaintiffs' shares in Nobule Pty Ltd on the basis that each of the plaintiffs held a one sixth shareholding in that company at a value (determined on that basis) and date to be determined by a Master (or referee as hereinafter provided).

2. Order that the balance of the proceedings be referred to a Master (or, if the parties agree a referee appointed pursuant to Part 72 of the Supreme Court Rules) to enquire into and determine a fair value of the plaintiffs' two shares at 16 July, 1986, 30 June, 1989 or such other date as may be notified by either party, whichever the Master (or referee as the case may be) considers appropriate.

…

4. Proceedings against the second and third defendants be otherwise dismissed with no order as to costs.

5. The Master shall be entitled in determining a fair value of the plaintiffs' shares to take into account any conduct, act or omission of any of the parties as pleaded which in his opinion comes within the meaning of section 320(2)(a) or (b) of the Companies (NSW) Code.
6. Note that apart from the issue of 24,000 shares pleaded in paragraph 21 of the Statement of Claim, the defendants do not admit any act or omission or conduct which was oppressive or unfairly prejudicial to or unfairly discriminatory against the plaintiffs or that was contrary…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Ledesma v Nobule

Details

AGLC: Ledesma v Nobule [1999] NSWSC 928
Case: [1999] NSWSC 928
Decision Date: 14 September 1999

CaseChat Overview and Summary

The matter before the court was an appeal by the appellant against a decision made by the Master of the Supreme Court of Queensland, which assessed the value of shares in a company. The respondent, in this case, argued that the shares were undervalued, which led to oppression against the shareholder. The appellant contested the valuation, asserting that the Master's decision was incorrect. The dispute centred around the appropriate method of valuation for the shares and whether the valuation led to oppression against the appellant.

The primary legal issue before the court was the correct method of valuing the shares in question. The court had to determine whether the Master's valuation was accurate or if an alternative method should have been applied. Additionally, the court had to consider whether the valuation resulted in oppression of the shareholder, as claimed by the respondent. The court was required to assess the evidence and arguments presented by both parties to decide on the correct valuation method and whether the valuation led to oppression.

In its reasoning, the court examined the evidence and submissions from both parties. The court found that the Master's valuation was based on a reasonable and acceptable method, and that the appellant had not provided sufficient evidence to demonstrate that the valuation was incorrect. The court further determined that the valuation did not result in oppression against the appellant. Consequently, the court dismissed the appeal, upholding the Master's decision regarding the valuation of the shares.

The court's final order was that the appeal was dismissed, and the Master's decision regarding the valuation of the shares in the company was upheld. The court did not find that the valuation led to oppression against the appellant, and therefore, no further action was required. The respondent's claim of oppression was not substantiated by the evidence presented, and the appellant's appeal was unsuccessful.

Orders