Victory Projects Pty Ltd v AAA Self Storage Pty Ltd

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.