McMillan v Coolah Home Base Pty Ltd

The appeal concerned a dispute between purchasers of shares in a company that owned a caravan park and the company itself. The purchasers claimed they had acquired an equitable interest in specific long-term sites within the park through their shareholding. This claim was not challenged on appeal. The purchasers also alleged that representations were made to them that they were buying the sites as land, in addition to shares in the company, and sought specific performance of these alleged agreements. The company was subsequently placed into liquidation, and the caravan park was sold to another company.

The legal issues before the court included whether the primary judge erred in rejecting the purchasers' claims of misleading or deceptive conduct, unconscionable conduct, and harassment or coercion. Specifically, the court considered whether representations made regarding the sale of sites as land, assurances about shareholder approval for park sales, and the status of cabins as fixtures constituted misleading or deceptive conduct. The court also examined whether the primary judge adequately addressed the pleaded claims of unconscionable conduct, which were alleged to arise from a course of disparate acts, and whether correspondence following the sale amounted to harassing or coercive conduct, particularly in light of the primary judge's finding of no resulting damage. Furthermore, the court reviewed the primary judge's findings regarding oppressive conduct under corporations law, including whether the sale of the caravan park itself was found to be oppressive and if the relief ordered was sufficient.

The court found that the purchasers had not established reliance on the alleged representations, which was a necessary element for their claims of misleading or deceptive conduct. The primary judge's reasoning in rejecting these claims was deemed adequate. Similarly, the court upheld the primary judge's findings regarding unconscionable conduct and harassment or coercion, concluding that the purchasers had not demonstrated error in the primary judge's assessment of these matters, including the lack of damage from the alleged misconduct. The court also affirmed the primary judge's findings on oppression, including the conclusion that the sale of the caravan park did not constitute oppressive conduct, and that the relief granted was appropriate.

The appeal was dismissed with costs.