Legal Research
Cases
Victory Projects Pty Ltd v AAA Self Storage Pty Ltd

Victory Projects Pty Ltd v AAA Self Storage Pty Ltd

Link copied

Case Copied 9 December 2016 73 min read

Contents

On this page

Supreme Court

New South Wales

Medium Neutral Citation: Victory Projects Pty Limited & Anor v AAA Self Storage Pty Limited & Ors [2016] NSWSC 1758
Hearing dates: 23 – 25, 31 August, 1 September, 25 and 28 October 2016
Decision date: 09 December 2016
Jurisdiction: Equity - Corporations List
Before: Black J
Decision:
The Court orders that proceedings be dismissed with costs, and any interlocutory relief previously obtained by the Plaintiffs, or undertakings given to them, be discharged. The parties to bring in short minutes of order to give effect to the judgment within 7 days.

Catchwords: CORPORATIONS — Oppression claim under ss 232 and 233 of the Corporations Act 2001 (Cth) – where notices of general meetings two companies were issued with the agenda of the meetings being to remove the second plaintiff as director of the companies – where plaintiffs contended that earlier resolutions of the companies had been passed which had the effect that the second plaintiff could not be removed as director – where plaintiffs relied upon the steps to remove the second plaintiff as director and other matters to establish statutory oppression claim – where defendants had made offers to buy out the plaintiffs’ shares in the companies and an offer was still open – whether matters relied upon amount to oppression.
CORPORATIONS — Application by plaintiffs for orders for inspection under ss 247A or 290 of the Corporations Act 2001 (Cth) – where evidence did not establish that plaintiffs had been deprived of access to information – whether orders for inspection ought to be made.
CORPORATIONS — Membership, rights and remedies — Derivative action — where plaintiffs sought leave to commence proceedings on behalf of two companies against a director of the companies – where issues underlying proposed derivative proceedings could have been but was not canvassed in the oppression proceedings – whether it is in the best interests of companies that the applicant be granted leave in the circumstances.
Legislation Cited: - Corporations Act 2001 (Cth), ss 9, 53, 232, 233, 237, 241, 247A, 249D, 249E, 249F, 251B, 290, 1322, Pt 2F.1A
- Corporate Law Economic Reform Program Act 1999 (Cth)
- Companies (NSW) Code, s 320
- Corporations Law, s 260
Cases Cited: - Belgiorno-Zegna v Exben Pty Ltd (2000) 35 ACSR 305; [2000] NSWSC 884
- Byrne v A J Byrne Pty Ltd [2012] NSWSC 667
- Campbell v Backoffice Investments Pty Ltd [2009] HCA 25; (2009) 238 CLR 304
- Chuen v Laredo Pty Ltd [2005] WASC 58
- Fexuto Pty Ltd v Bosnjak Holdings Pty Ltd [2001] NSWCA 97; (2001) 37 ACSR 672
- Fitzpatrick v Cheal [2010] NSWSC 717
- Grace v Grace [2012] NSWSC 976
- Harding Investments Pty Ltd v PMP Shareholdings - Pty Ltd (No 2) [2011] FCA 567; (2011) 282 ALR 229
- Huang v Wang [2016] NSWCA 164; (2016) 114 ACSR 586
- John J Starr (Real Estate) Pty Ltd v Robert R Andrew (A’Asia) Pty Ltd (1991)…

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.

Keep reading for free

Create a free CaseChat account to read Victory Projects Pty Ltd v AAA Self Storage Pty Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2016] NSWSC 1758
Decision Date: 09 December 2016

CaseChat Overview and Summary

Victory Projects Pty Ltd and another plaintiff, together referred to as the plaintiffs, brought an action against AAA Self Storage Pty Ltd and another defendant, referred to as the defendants, in the Supreme Court of Victoria. The plaintiffs sought relief under sections 232 and 233 of the Corporations Act 2001 (Cth) for statutory oppression, on the basis that the defendants had acted oppressively in removing the second plaintiff as director of the companies. The plaintiffs contended that earlier resolutions of the companies had the effect that the second plaintiff could not be removed as director. The plaintiffs also sought orders for inspection under sections 247A or 290 of the Corporations Act 2001 (Cth), and leave to bring derivative proceedings on behalf of the companies.

The court was required to determine whether the steps taken to remove the second plaintiff as director, along with other matters, amounted to oppression within the meaning of sections 232 and 233 of the Corporations Act 2001 (Cth). The court also needed to decide whether the plaintiffs had been deprived of access to information, and if orders for inspection ought to be made. Lastly, the court had to consider whether it was in the best interests of the companies for the plaintiffs to be granted leave to commence derivative proceedings on their behalf.

The court found that the matters relied upon by the plaintiffs did not amount to oppression. The court was of the view that the steps taken by the defendants were not oppressive, and that the second plaintiff was not entitled to protection under the Corporations Act 2001 (Cth). The court also found that the plaintiffs had not been deprived of access to information, and therefore orders for inspection were not warranted. In relation to the derivative proceedings, the court held that it was not in the best interests of the companies for the plaintiffs to be granted leave, as the issues underlying the proposed proceedings could have been canvassed in the oppression proceedings.

The court dismissed the plaintiffs' claims, and made orders that the plaintiffs pay the defendants' costs of the proceedings.

Orders