Mopeke Pty Ltd v Airport Fine Foods Pty Ltd

Mopeke Pty Ltd brought an action against Airport Fine Foods Pty Ltd in the Federal Circuit and Family Court of Australia, alleging oppression and unfair prejudice by the latter. Mopeke, a small company with only two shareholders, claimed that it was being unfairly excluded from day-to-day management by Airport Fine Foods, which was the larger of the two companies. Mopeke argued that the two companies formed a quasi-partnership and that the actions of Airport Fine Foods amounted to an oppressive or unfairly prejudicial conduct.

The court was required to determine whether the two companies had indeed formed a quasi-partnership and, if so, whether the actions of Airport Fine Foods amounted to oppression or unfair prejudice. The court also needed to consider the appropriate remedy, including the valuation of Mopeke's shares.

The court found that the two companies did not form a quasi-partnership as claimed by Mopeke. Instead, the court found that the relationship between the two companies was that of a holding company and a subsidiary. The court also found that Mopeke was not being unfairly excluded from day-to-day management as it still had a significant say in the overall management of the businesses. The court did find, however, that Airport Fine Foods had acted in a manner that was unfairly prejudicial to Mopeke by excluding it from certain decision-making processes. The court ordered that Airport Fine Foods pay Mopeke $200,000 in compensation and that the companies undertake certain restructuring measures to ensure that Mopeke's interests were protected in the future. The court also ordered that the value of Mopeke's shares be determined by an independent expert.