Wain v Drapac (No 2)

In the case of Wain v Drapac (No 2), the Court was asked to determine the fair value of shares and units in a complex corporate structure under the Corporations Act 2001 (Cth). The plaintiff, Wain, sought orders for the purchase of specific shares and units from Drapac and related entities, alleging oppression under section 232 of the Act. The case involved multiple companies and the court had to consider the entities to be taken into account in setting the price to be paid, as per section 233.

The central legal issue was whether the plaintiff was required to plead the matters to be taken into account in setting the fair valuation of the shares and units. The plaintiff argued that it was sufficient to seek orders for the purchase of specific shares and units at fair value without detailing the entities to be considered in the valuation. The court had to determine the sufficiency of the plaintiff's pleadings and whether the defendants had sufficient notice of the claims against them.

The court held that in an oppression proceeding where relief is sought for the purchase of specific shares and units at fair value, the plaintiff must plead the entities to be taken into account in setting that fair value. The court emphasised the importance of ensuring that the defendants have sufficient notice of the claims against them, and that the pleadings must be clear and specific. The court found that the plaintiff's pleadings were insufficient as they did not specify the entities to be considered in the valuation, and thus the claim was dismissed.

The court did not make any orders for the purchase of shares and units, as the plaintiff's claim was dismissed due to the insufficiency of the pleadings. The decision underscores the necessity for clear and precise pleadings in oppression proceedings to ensure that defendants have adequate notice of the claims and the basis for those claims.