Shirim Pty Ltd v Fesena Pty Ltd

The matter before the Supreme Court of New South Wales was between Shirim Pty Ltd and Fesena Pty Ltd, involving a dispute over the compulsory purchase of shares and units. The parties sought to resolve their dispute through consent orders, but the nature and scope of the inquiry into the value of these shares and units became a contentious issue. Allegations of oppression were made, raising the question of whether an estoppel as to oppression arises from the consent orders, and the relevance of oppression in determining fair market value.

The legal issues before the court included the interpretation of the consent orders and their implications for the inquiry into the value of the shares and units. The court had to determine whether the consent orders precluded the inquiry into allegations of oppression and whether an estoppel arose from the consent orders that prevented the consideration of oppression. Additionally, the court needed to assess the relevance of oppression in determining the fair market value of the shares and units.

The court held that the consent orders did not preclude the inquiry into allegations of oppression and that no estoppel arose from the consent orders that prevented the consideration of oppression. The court emphasised that the nature and scope of the inquiry were not restricted by the consent orders and that the relevance of oppression was a matter to be considered in determining the fair market value of the shares and units. The court found that the fair market value should be assessed without regard to the oppression allegations, as they were not relevant to the value determination. The court's reasoning was based on the need to ensure that the inquiry was comprehensive and that the value determination was based on appropriate and relevant factors.

The court ordered that the value of the shares and units be determined based on fair market value, without consideration of the oppression allegations. The court's decision clarified the nature and scope of the inquiry and the relevance of oppression in the valuation process, providing guidance for future cases involving similar disputes.