SUPREME COURT OF QUEENSLAND
CITATION: Pedro-X Pty Ltd v SHRL Ventures Pty Ltd [2025] QSC 268 PARTIES: PEDRO-X PTY LTD ACN 622 852 180
(plaintiff)
v
SHRL VENTURES PTY LTD ACN 655 980 233
(defendant)
FILE NO/S: 3390/23
DIVISION: Trial Division
PROCEEDING: Trial
ORIGINATING COURT:
Supreme Court at Brisbane
DELIVERED ON: 20 October 2025
DELIVERED AT: Brisbane
HEARING DATE: 14, 15, 16, 17, 18, 21, 22, 23 July and 8 August 2025
JUDGE: Smith J
ORDER: 1. I declare that the defendant breached the Joint Venture
Agreement.
2. I declare the agreement dated 18 August 2022 is void.
3. Alternatively to 2 pursuant to section 237 of the Australian Consumer Law I set aside the agreement dated 18 August 2022.
4. I find the defendant engaged in unconscionable conduct contrary to section 20 of the Australian Consumer Law.
5. I assess the plaintiff’s damages arising from the breaches of contract or for breaches of the Australian Consumer Law to be $556,419.60.
6. I find that the defendant engaged in oppressive conduct within the meaning of that term contained in section 233 of the Corporations Act 2001 (Qld).
7. I will hear the parties on further orders to be made in light of my findings.
8. I will hear the parties on the question of costs.
CATCHWORDS: CONTRACT – where the parties entered into a Joint Venture Agreement to operate a franchise – whether directors of the defendant breached express or implied terms of the agreement to act in good faith – whether an agreement by the plaintiff to sell its shares to the defendant was a product of duress –
whether agreement breached and the defendant should have specific performance
CONTRACT – unconscionability – whether the conduct of the directors of the defendant was unconscionable – whether damages should be awarded
COMPANY LAW – whether conduct of the defendant’s directors was such as there was oppression – whether winding up order should be made
DAMAGES – whether the amounts received by the directors of the defendant were wages or a distribution of profits of the business - what was the appropriate discount rate to be applied for present value of money and contingencies
UNFAIR DEALING – where bullying behaviour by one director towards another amounted to unconscionable conduct – where threats made by another also amounted to unconscionable conduct – where one director was locked out of a business
Australian Consumer Law ss 20, 236, 237
Corporations Act 2001 (Qld) ss 46, 233
ANZ Banking Group Ltd v Karam [2005] NSWCA 344; (2005) 64 NSWLR 149, appliedBanque Brussels Lambert SA v Australian National Industries Ltd (1989) 21 NSWLR 502, cited
Baumgartner v Baumgartner [1987] HCA 59; (1987) 164 CLR
137, cited
Cessnock City Council v 123 259 932 Pty Ltd [2024] HCA 17;
(2024) 98 ALJR 719, applied
Colin R Price & Associates Pty Ltd v Four Oaks Pty Ltd [2017] FCAFC 75; (2017) 251 FCR 404, distinguished
Commercial Bank of…
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- Case
- [2025] QSC 268
- Decision Date
CaseChat Overview and Summary
The central legal issues before the court were whether there was an implied term in the Joint Venture Agreement (JVA) that one party could force the sale of shares to the other in the event of non-cooperation and whether the plaintiff and defendant had agreed to certain payments to specific individuals. The defendant denied these allegations, asserting that the JVA comprehensively covered all terms agreed upon and that the plaintiff's claims of oppressive conduct were unfounded. The defendant also contested the plaintiff's assertion that TLPL was to pay specified individuals a weekly sum plus superannuation.
The court considered the evidence and arguments presented by both parties. It found that the plaintiff had not demonstrated that the JVA contained an implied term allowing for the forced sale of shares in the event of non-cooperation. Furthermore, the court rejected the plaintiff's claims regarding the payment obligations to specific individuals and found no evidence of oppressive conduct by the defendant. The court also found that the plaintiff's allegations regarding the handover process and the management of TLPL were not substantiated. The court concluded that the August 2022 agreement, which the plaintiff claimed was the result of threat and demand, was not enforceable as the plaintiff had repudiated it.
The court dismissed the plaintiff's claims and made no orders in favour of the plaintiff. The court found that the plaintiff had not suffered any loss as a result of the alleged agreement, and therefore, no compensation was awarded.
Orders
Orders of the court
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Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
It is further alleged the conduct of the defendant is oppressive and in the premises an order should be made under s 233 of the Corporations Act 2001 (Cth) (Corporations Act) for the purchase by the defendant of the plaintiff’s shares in TLPL. Further or alternatively TLPL should be wound up under s 46(1)(k) of theCorporations Act 2001. The defendant denies there was an implied term of the joint venture that if they could not cooperate with each other one party would sell all of its shares to the other party at a fair value. This is because the JVA provided for all of the terms agreed to. The defendant also denies that the plaintiff and the defendant agreed that TLPL would pay Mr Augustine and Mr Grewal the sum of $1,500 per week plus superannuation. The defendant also denies that matters pleaded in paragraphs 19 and 20 of the statement of claim. The defendant alleges that issues arose between Mr Augustine and the owner of Vune Pty Ltd in that the owner was required under the terms of the franchise agreement to oversee and undertake a seamless handover to TLPL and was required to be present at the business for two weeks without remuneration. Mr Augustine informed the previous owner she did not know how to run the business and terminated the handover process without discussing the matter with either Mr Grewal and the defendant and thereby breached the franchise agreement. Mr Augustine refused to consider any suggestions made by Mr Grewal and Mr Singh. He continually boasted he had several years’ experience in the business as opposed to them and instructed the staff that all decisions had to be approved by him. Mr Augustine sought to manage TLPL to the exclusion of Mr Grewal and the defendant. Mr Grewal did not belittle Mr Augustine. The defendant also denies that any conduct by it breached the obligations of the defendant. It is alleged that Mr Augustine was employed by TLPL and yet was often away from the business premises attending to his other business namely the Toowong franchise. Mr Grewal was and is currently employed by TLPL on a full-time basis. It is submitted that there was an agreement on 18 August 2022 whereby the plaintiff sold its shares in TLPL to the defendant for $162,250. The defendant denies that the agreement was a product of the threat and demand to the plaintiff. It is alleged Mr Augustine removed himself from the business group and logged out of the TLPL email account. The company’s secretary prepared the necessary documents to transfer the plaintiffs shares to the defendant. They met on 27 August 2022 at a sports club. The partner of Mr Augustine would not agree to his executing the documents and became abusive and as a result Mr Singh and Mr Grewal left the meeting. The plaintiff repudiated the August agreement. This has not been accepted by the defendant. The defendant denies there was any unconscionable conduct, and the defendant is bound to pay the $162,250 in exchange for the transfer of shares. Because of this agreement the plaintiff is no longer entitled to manage and operate the business or receive further payments from it. Therefore, the plaintiff has suffered no loss.