Ramsey & Ramsey (No. 2) - [2021] FamCA 488

FAMILY COURT OF AUSTRALIA
Ramsey & Ramsey (No. 2) [2021] FamCA 488

File number(s): BRC 9850 of 2018

Judgment of: KENT J

Date of judgment: 7 July 2021

Catchwords: FAMILY LAW – CORPORATIONS LAW – OPPRESSION – Where there has been a finding of oppression – Whether there is utility in obtaining a further valuation of the company – Where the husband and the wife seek an updated valuation of the company and land owned by the company – Where the Court cannot be certain as to current fair value of the shares – Where the land may have increased in value – Where the husband and the wife are to meet the costs of the valuations in the first instance.

Legislation:
Corporations Act 2001 (Cth) s 233

Family Law Act 1975 (Cth)

Cases cited:
Ramsey & Ramsey [2021] FamCA 405

Re Jermyn Street Turkish Baths Ltd [1971] 3 All ER 184

Re Quest Exploration Pty Ltd (1992) 6 ACSR 659; [1992] QSC 15

Short v Crawley (No. 30) [2007] NSWSC 1322

Tomanovic v One Australia Pty Ltd (2015) 104 ACSR 596; [2015 NSWCA 11

Number of paragraphs: 21

Date of hearing: 7 July 2021

Place: Brisbane

Counsel for the Applicant: Mr Shoebridge

Solicitor for the Applicant: McCarthy Durie Lawyers

Counsel for the First Respondent: Mr Bunning

Solicitor for the First Respondent: Simonidis Steel Lawyers

Solicitor for the Second, Third and Fourth Respondents: Cooper Grace Ward Lawyers
ORDERS

BRC 9850 of 2018

BETWEEN:
MR RAMSEY

Applicant

AND:
MS RAMSEY

First Respondent

B PTY LTD

Second Respondent

C PTY LTD

Third Respondent

MR FIELDS

Fourth Respondent

ORDER MADE BY:

KENT J

DATE OF ORDER:

7 JULY 2021

THE COURT ORDERS THAT:
(1)Mr DD of EE Accountants be appointed as the single expert for the purpose of preparing a written report in relation to the current value of:
a. B Pty Ltd; and
b. The 49 per cent interest in B Pty Ltd held by D Pty Ltd on the basis there is to be no discount for a minority interest.
(2)Within seven (7) days from the date of these Orders the Applicant Husband shall prepare a draft letter of written instructions to Mr DD of EE Accountants and provide same to the other parties.
(3)Within seven (7) days of receipt of the draft letter (referred to in Order 2) the parties shall confer and agree upon the letter of written instructions, failing which each party shall provide to the single expert by no later than fourteen (14) days from the date of these Orders a letter of written instructions.
(4)FF Valuers are hereby appointed as the single expert for the purpose of preparing a written report as to the current valuation of the property situated at P Street, Suburb Q in the State of Queensland.
(5)The Applicant Husband and the First Respondent Wife shall, in the first instance, be jointly and severally responsible for and cause payment of the fees of the experts appointed pursuant to these Orders as…

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 Ramsey & Ramsey (No. 2)

Details

AGLC: Ramsey & Ramsey (No. 2) [2021] FamCA 488
Case: [2021] FamCA 488
Decision Date: 7 July 2021

CaseChat Overview and Summary

In the matter of *Ramsey & Ramsey (No. 2)*, Kent J of the Family Court of Australia considered an application by the Applicant Husband (Mr Ramsey) and the First Respondent Wife (Ms Ramsey) concerning the valuation of shares in B Pty Ltd and a property owned by the company. The dispute arose in the context of a finding of oppression, and the parties sought an updated valuation of the company and its assets, including land, to ascertain their current fair value.

The central legal issue before the Court was whether it was necessary and appropriate to obtain a further valuation of the company and the land owned by it, given the previous finding of oppression. The Court was required to determine if there was utility in obtaining an updated valuation, particularly as it could not be certain of the current fair value of the shares or the potential increase in the value of the land.

Kent J reasoned that an updated valuation was necessary to provide certainty regarding the current fair value of the shares in B Pty Ltd, including the 49 per cent interest held by D Pty Ltd, to be valued without a minority discount. The Court also considered it important to obtain a valuation of the property located at P Street, Suburb Q, Queensland, as its value may have increased. Consequently, the Court appointed a single expert, Mr DD of EE Accountants, to report on the value of the company shares and FF Valuers to report on the property valuation. The Applicant Husband and First Respondent Wife were ordered to meet the costs of these valuations in the first instance, with the ultimate responsibility to be determined at a later stage.

Orders

Orders of the court

BRC 9850 of 2018

BETWEEN:

MR RAMSEY

Applicant

AND:

MS RAMSEY

First Respondent

B PTY LTD

Second Respondent

C PTY LTD

Third Respondent

MR FIELDS

Fourth Respondent

ORDER MADE BY:

KENT J

DATE OF ORDER:

7 JULY 2021

THE COURT ORDERS THAT:

(1) Mr DD of EE Accountants be appointed as the single expert for the purpose of preparing a written report in relation to the current value of:

a. B Pty Ltd; and

b. The 49 per cent interest in B Pty Ltd held by D Pty Ltd on the basis there is to be no discount for a minority interest.

(2) Within seven (7) days from the date of these Orders the Applicant Husband shall prepare a draft letter of written instructions to Mr DD of EE Accountants and provide same to the other parties.

(3) Within seven (7) days of receipt of the draft letter (referred to in Order 2) the parties shall confer and agree upon the letter of written instructions, failing which each party shall provide to the single expert by no later than fourteen (14) days from the date of these Orders a letter of written instructions.

(4) FF Valuers are hereby appointed as the single expert for the purpose of preparing a written report as to the current valuation of the property situated at P Street, Suburb Q in the State of Queensland.

(5) The Applicant Husband and the First Respondent Wife shall, in the first instance, be jointly and severally responsible for and cause payment of the fees of the experts appointed pursuant to these Orders as and when those fees fall due, with ultimate responsibility for such fees to be determined as part of the final determination.

(6) The parties shall comply with any reasonable requests of the experts appointed pursuant to these Orders including any request by them to provide information and documents.

(7) The matter be listed before a Registrar of the Family Court of Australia for further directions on a date to be fixed no earlier than 31 August 2021.

Note: The form of the order is subject to the entry in the Court’s records.

Note: This copy of the Court’s Reasons for judgment may be subject to review to remedy minor typographical or grammatical errors (r 17.02A(b) of the Family Law Rules 2004 (Cth)), or to record a variation to the order pursuant to 17.02 Family Law Rules 2004 (Cth).

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

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File number(s):	BRC 9850 of 2018
Judgment of:	KENT J
Date of judgment:	7 July 2021
Catchwords:	FAMILY LAW – CORPORATIONS LAW – OPPRESSION – Where there has been a finding of oppression – Whether there is utility in obtaining a further valuation of the company – Where the husband and the wife seek an updated valuation of the company and land owned by the company – Where the Court cannot be certain as to current fair value of the shares – Where the land may have increased in value – Where the husband and the wife are to meet the costs of the valuations in the first instance.
Legislation:	Corporations Act 2001 (Cth) s 233 Family Law Act 1975 (Cth)
Cases cited:	Ramsey & Ramsey [2021] FamCA 405 Re Jermyn Street Turkish Baths Ltd [1971] 3 All ER 184 Re Quest Exploration Pty Ltd (1992) 6 ACSR 659; [1992] QSC 15 Short v Crawley (No. 30) [2007] NSWSC 1322 Tomanovic v One Australia Pty Ltd (2015) 104 ACSR 596; [2015 NSWCA 11
Number of paragraphs:	21
Date of hearing:	7 July 2021
Place:	Brisbane
Counsel for the Applicant:	Mr Shoebridge
Solicitor for the Applicant:	McCarthy Durie Lawyers
Counsel for the First Respondent:	Mr Bunning
Solicitor for the First Respondent:	Simonidis Steel Lawyers
Solicitor for the Second, Third and Fourth Respondents:	Cooper Grace Ward Lawyers

ORDER MADE BY:	KENT J
DATE OF ORDER:	7 JULY 2021