WIJOAV Services Pty Ltd v Goldstone Private Equity Pty Ltd

WIJOAV Services Pty Ltd and Ms Commins brought claims against Goldstone Private Equity Pty Ltd and others in relation to the management and control of a venture capital fund. The venture capital fund involved two companies and two limited partnerships. The companies were Goldstone Private Equity Pty Ltd and Goldstone Fund Management Pty Ltd, each with shares held equally by WIJOAV and Angel Holdco. The limited partnerships were Goldstone Private Equity VCLP, LP and Goldstone Private Equity VCMP, LP, with Angel Holdco and Ms Commins as limited partners. The dispute arose from an irretrievable breakdown in the relationship between the two directors, WIJOAV and Ms Commins. WIJOAV terminated Ms Commins' employment and excluded her from the management of the companies and limited partnerships through several resolutions. The plaintiffs sought relief under the Corporations Act 2001, claiming oppression and serious misconduct. They also sought damages for breach of the Shareholders’ Deed and costs.

The court had to determine whether WIJOAV's termination of Ms Commins' employment and exclusion from management were valid. It also needed to decide if the resolutions were legally valid and if the statutory provisions relating to oppression extended to the limited partnerships. Furthermore, the court had to consider the appropriate relief, including whether a buy-out order could extend to the compulsory purchase of partnership interests. The court concluded that none of the particulars of serious misconduct relied upon by the defendants could justify Ms Commins' termination and exclusion from management. Consequently, the directors' termination and removal from boards were deemed invalid. The court also found that the statutory provisions relating to oppression applied to the limited partnerships because their control and management were effectively exercised through the corporate entities. The court ruled that the defendants should buy out the plaintiffs' shares in the companies and their interests in the limited partnership. The questions of valuation and pecuniary remedies were deferred to a subsequent hearing.

The court ordered that Angel Holdco purchase WIJOAV's shares in Goldstone Private Equity Pty Ltd and Goldstone Fund Management Pty Ltd and Ms Commins' partnership interest in Goldstone Private Equity VCMP, LP. The price for these purchases would be determined by the Court, based on the corporate structure of the Goldstone Fund as at 31 March 2025. The quantification of pecuniary remedies for the breaches and the determination of the prices were to be heard together. The court also restrained the defendants from enforcing the plaintiffs' compliance with a specific clause in the Shareholders' Deed. The proceedings to wind up one of the limited partnerships were adjourned to the hearing on the valuation date. The plaintiffs were granted costs of the proceedings to date on a party-party basis. The matter was set for a case management hearing on 20 June 2025.