Snell v Glatis (No 2)

In *Snell v Glatis (No 2)*, the Court of Appeal of New South Wales considered an appeal concerning allegations of oppressive conduct within companies. The primary judge had ordered a compulsory buy-out of the appellant's shares for $66 million, payable within 30 days. The appellant, who was elderly and unwell, sought to appeal this order, arguing, among other things, his inability to meet the payment deadline.

The central legal issues before the Court of Appeal were whether the primary judge erred in ordering a compulsory buy-out given the appellant's financial circumstances and whether winding up the companies was a more appropriate remedy. The court also had to consider the relevance of the appellant's forensic decision not to adduce evidence of his financial position at the original hearing.

The Court of Appeal allowed the appeal in part. While acknowledging that there had been many instances of oppressive conduct over many years, and that the companies were not actively trading, the court found that winding up was the more appropriate remedy in this instance, particularly given the appellant's inability to pay the buy-out sum. The court set aside the orders for the compulsory buy-out and directed the parties to agree on short minutes of order or, failing agreement, to submit their proposed orders and supporting submissions for determination on the papers, including the costs of the appeal.