YES YEAH PTY LTD (ACN 630 122 020)	Plaintiff
v
SEVENTEEN BAKER LILYDALE PTY LTD (ACN 636 700 073)	First Defendant
JJS ASSET FUND PTY LTD (ACN 632 985 847)	Second Defendant

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JUDGE:	Croft J
WHERE HELD:	Melbourne
DATES OF HEARING:	20–21 August 2025
DATE OF JUDGMENT:	4 September 2025
CASE MAY BE CITED AS:	Re Seventeen Baker Pty Ltd
MEDIUM NEUTRAL CITATION:	[2025] VSC 547

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CORPORATIONS — Oppression proceeding — Company a special purpose vehicle for property development — Property sold by mortgagee in possession — Whether affixing signatures on loan documents and removing director from ASIC register amounts to oppressive conduct against a member — Conduct admitted by director of defendant company — Application to wind up — No assets held — Unable to pay debt owing to lender — Relief granted — Re Dawning Investments Pty Ltd (2022) 68 VR 226 — Trafalga West Investments Pty Ltd v Superior Lawns Australia Pty Ltd(No 6) (2014) 102 ACSR 130 — Liu v Gan (No 2) [2025] VSC 372 — Briginshaw v Briginshaw (1938) 60 CLR 336 — Re SRW Nominees Pty Ltd [2019] VSC 547 — Corporations Act 2001 (Cth), ss 232, 233, 461, 467.

EVIDENCE — Evaluation of witness evidence — Most compelling evidence is contemporaneous documentation — Assessment of credit — Indicators of unsatisfactory witness evidence — LL Up Pty Ltd v Kegland Distribution Pty Ltd [2024] VSC 651.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	N Guenther of Counsel	Jeremy Johnson & Associates Lawyers
For the First Defendant	-	-
For the Second Defendant	L Cheok, Director of the Second Defendant, in person	-

HIS HONOUR:

Introduction

This proceeding was commenced by Originating Process on 20 November 2024 by the plaintiff under the Court’s Oppression Proceeding Program. By affidavit accompanying the Originating Process, the plaintiff deposed that the conduct of one of the directors of the first defendant, being Seventeen Baker Lilydale Pty Ltd (Seventeen Baker or the Company), engaged in conduct that was oppressive, unfairly prejudicial and/or unfairly discriminatory against the plaintiff and, accordingly, seeks an order that Seventeen Baker be wound up under the provisions of the Corporations Act 2001 (Cth) (Corporations Act) and the Court’s powers pursuant to s 233 of the Corporations Act.

Seventeen Baker was incorporated on 9 October 2019 as a special purpose vehicle for the sole purpose of purchasing and developing the property at 17 Baker Street, Lilydale, Victoria (the Property). It was intended the Company would be used to facilitate a ‘joint venture’ between Mr Rambert Hoe Lam Yap (the Plaintiff or Mr Yap) and Ms Lucille Cheok (the Second Defendant or Ms Cheok), who are each 50% shareholders of the Company via an equal allocation of 40 fully paid ordinary shares to

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 Re Seventeen Baker Pty Ltd

Details

AGLC: Re Seventeen Baker Pty Ltd [2025] VSC 547
Case: [2025] VSC 547
Decision Date: 4 September 2025

CaseChat Overview and Summary

Seventeen Baker Pty Ltd was the subject of an oppression application brought by a shareholder against the company and its sole director. The applicant, who was also a shareholder in the company, alleged that the defendant company and its director engaged in oppressive conduct in relation to the affairs of the company, which was a special purpose vehicle for property development. The property held by the company was sold by the mortgagee in possession, and the applicant claimed that the conduct of affixing signatures to loan documents and removing the director from the ASIC register amounted to oppressive conduct against the applicant. The case was heard in the Supreme Court of Victoria.

The central legal issues in the case were whether the conduct of the company and its director amounted to oppressive conduct under the Corporations Act 2001, and whether the applicant was entitled to relief under the Act. The court had to consider the relevant statutory provisions, the authorities, and the evidence before it in determining these issues. The court had to assess the credit of the witnesses and evaluate the contemporaneous documentation to determine the facts of the case.

The Supreme Court found that the conduct of the company and its director did amount to oppressive conduct. The court found that the contemporaneous documentation was the most compelling evidence and that the conduct of the company and its director was oppressive because it resulted in the applicant being excluded from the management and control of the company and deprived the applicant of a fair return on their investment. The court also found that the applicant was entitled to relief under the Act. The court made an order that the company be wound up, as it had no assets and was unable to pay its debts. The court also made orders in relation to the costs of the proceeding.

In light of the above, the court made an order that Seventeen Baker Pty Ltd be wound up. The court also made orders in relation to the costs of the proceeding, including an order that the applicant be paid $30,000 by the defendant company. The court made these orders under the relevant provisions of the Corporations Act 2001.

Orders