Wilmar Sugar Australia Limited v Queensland Sugar Limited, in the matter of Queensland Sugar Limited

Wilmar Sugar Australia Limited brought proceedings against Queensland Sugar Limited, in the matter of Queensland Sugar Limited, seeking relief under the Corporations Act 2001 (Cth) on the grounds that the conduct of Queensland Sugar Limited's affairs was oppressive, unfairly prejudicial or unfairly discriminatory. The crux of the dispute revolves around the termination of a supply agreement between the parties and the subsequent amendment of Queensland Sugar Limited's constitution, which affected Wilmar's rights as a member. The court was tasked with interpreting the constitutional provisions and determining whether the actions taken by Queensland Sugar Limited amounted to oppressive conduct under the Corporations Act.

The court examined the specific constitutional provisions and their implications for Wilmar's rights as a member. It considered whether the resolution by members to amend the constitution or the conduct of Queensland Sugar Limited's affairs constituted oppressive conduct, unfairly prejudicial treatment, or unfair discrimination against Wilmar. A key issue was the interpretation of Article 22(e) of the constitution and its scope relative to other provisions such as Article 29B(b) and Article 31. The court also needed to determine if Wilmar's right to participate in the appointment of Mill Owner Directors was effectively extinguished by the termination of the supply agreement and subsequent constitutional amendments.

In its reasoning, the court held that Article 22(e) of the constitution, when considered in its entirety and immediately before the 2015 amendments, did not have the broad interpretation contended by Queensland Sugar Limited. The court found that Article 22 was subject to other specific provisions of the constitution, particularly those concerning the election and removal of directors. It was concluded that Wilmar's right to vote in the appointment of Mill Owner Directors was not negated by its termination of the supply agreement. The court was not persuaded that the conduct of Queensland Sugar Limited's affairs was oppressive, unfairly prejudicial, or unfairly discriminatory against Wilmar.

The court's final orders mandated that the parties submit agreed orders by 8 February 2016, reflecting the court's findings. If the parties could not reach an agreement, the matter was to be listed for mention on 11 February 2016 at 9:30 am.