Snell v Glatis (No 3)

[2020] NSWCA 267

Court of Appeal

Supreme Court

New South Wales

Medium Neutral Citation:

Snell v Glatis (No 3) [2020] NSWCA 267

Hearing dates:

On the papers

Decision date:

04 November 2020

Before:

Bell P; Meagher JA; Leeming JA.

Decision:

See [42] of the Judgment.

Catchwords:

CORPORATIONS – oppression – formulation of orders – special orders as to liquidators' costs – applicability of post-judgment interest – whether entitlement of successful plaintiff should be secured by charge – whether surplus should be distributed in accordance with shareholders agreement

Legislation Cited:

Civil Procedure Act 2005 (NSW), s 101

Corporations Act 2001 (Cth), s 233

Cases Cited:

In the matter of Scientific Management Associates Pty Ltd [2019] NSWSC 1643

Snell v Glatis (No 2) [2020] NSWCA 166

Category:

Principal judgment

Parties:

Margaret Edith Snell as executrix of the deceased estate of Keith Eddy Snell (Appellant)
Christopher Glatis (First Respondent)
Glatis Family Limited Partnership (Second Respondent)
Owen Francis Culley (Third Respondent)
Scientific Management Associates Pty Ltd (Fourth Respondent)
Scientific Management Associates (Australia) Pty Ltd (Fifth Respondent)
Scientific Management Associates (Victoria) Pty Ltd (Sixth Respondent)
Scientific Management Associates (Operations) Pty Ltd (Seventh Respondent)

Representation:

Counsel:
D L Cook SC, A Fernon (Appellant)
N J Kidd SC, J Foley (First and Second Respondents)

Solicitors:
Chamberlains Law Firm (Appellant)
Dentons (First and Second Respondents)
FCG Legal Pty Ltd (Third Respondent)

File Number(s):

2019/401280

Publication restriction:

Nil

 Decision under appeal 

Court or tribunal:

Supreme Court of New South Wales

Jurisdiction:

Equity Division – Corporations List

Citation:

[2019] NSWSC 1643

Date of Decision:

27 November 2019

Before:

Rees J

File Number(s):

2016/183457

Judgment

1. THE COURT: In Snell v Glatis (No 2) [2020] NSWCA 166, this Court allowed Mr Snell’s appeal in part, setting aside orders made at first instance for the compulsory buy-out of the Glatis interests and instead ordering companies in the SMA Group to be wound up. It is not necessary to repeat the factual background set out in that judgment, or in the reasons of the primary judge, none of whose factual findings of oppressive conduct was challenged on appeal: In the matter of Scientific Management Associates Pty Ltd [2019] NSWSC 1643.

2. In accordance with directions made on 6 August 2020, and consensually extended thereafter, the parties have reached agreement on the majority of orders to be made resolving the appeal. The entirety of orders 1-11 and 20-26 are now agreed. Submissions on the orders which remain in issue were supplied on 15 October 2020, with the Glatis interests supplying further submissions in response on 29 October 2020.

3. Mr Snell was very unwell when the appeal was heard. He has since died. That is reflected in order 1, and in the change of parties to this appeal. However, it is most convenient to refer to the submissions as being those made on behalf of “Mr Snell” and the “Glatis interests”, as well as Mr Owen Culley, who was not actively involved in the trial or the appeal, and indeed was joined as a defendant and was represented…