Rozenblit v Vainer (No 2)

The case of Rozenblit v Vainer (No 2) involved two primary claims by Rozenblit against the Vainers. The first claim pertained to the transfer of Rozenblit's shares in VRT Global to Dr Vainer without receiving the collateral security promised in return. The second claim alleged that VRT Global was fraudulently liquidated by the Vainers, intending to remove Rozenblit from the joint enterprise and operate it through their new company, Polymeric. The Vainers were accused of breaching fiduciary duties by profiting from the quasi-partnership relationship and establishing Polymeric. Rozenblit sought compensation for the loss of value in his unit holding in the Unit Trust and damages for the breach of fiduciary duties. The case was heard and determined by the court, which addressed the valuation of VRT Global shares and the legitimacy of the claims made by Rozenblit.

The court was required to decide several legal issues, including the validity of the Share Transfer Claim and whether Rozenblit was entitled to the value of his shares in VRT Global. Additionally, the court had to determine if Rozenblit's allegations about the fraudulent liquidation of VRT Global and the establishment of Polymeric were substantiated. Another issue was the determination of the value of VRT Global shares at specific dates, based on expert evidence provided by both parties. Finally, the court needed to consider the claims for breach of fiduciary duties and accessorial liability against Dr Vainer.

The court found that VRT Global was effectively insolvent or had minimal value, leading to the dismissal of Rozenblit's claims regarding the value of his shares. However, the court awarded Rozenblit nominal damages of $100 for the Share Transfer Claim. The court concluded that Rozenblit's allegations regarding the fraudulent liquidation and breach of fiduciary duties were not proven. Consequently, the court dismissed all other claims made by Rozenblit. Regarding costs, the court found that the Vainers engaged in disentitling conduct, and therefore, a portion of the costs should be payable by them.

In summary, the court awarded nominal damages of $100 to Rozenblit for the Share Transfer Claim and dismissed all other claims. The Vainers were found to have engaged in disentitling conduct, resulting in a portion of the costs being payable by them. The final orders of the court reflected these findings and the proposed costs allocation.