Yara Australia Pty Ltd v Burrup Holdings Ltd

Yara Australia Pty Ltd, a 35% shareholder of Burrup Holdings Ltd, initiated legal proceedings against the latter, seeking access to the company's books and records. The applicant also sought relief under the shareholders deed, the Corporations Act, and argued that the respondents had failed to provide accounts and a coherent explanation for their failure to do so. The dispute centred on the applicant's contention that it had been deprived of the benefit of audited financial reports, and its concerns about unauthorised related party transactions. The primary legal issue in this case was whether the applicant was entitled to an inspection of the company's books and records, and if so, under which legal provisions. The court considered the applicant's rights under the shareholders deed, section 1324 of the Corporations Act, and section 247A of the Corporations Act.

The court held that it would not grant the interlocutory injunction sought under the shareholders agreement or section 1324(4) of the Corporations Act. However, the court found that the applicant was entitled to a final order for inspection of books under section 247A(1) of the Corporations Act. The court noted that the best evidence rule had been abrogated by section 51 of the Evidence Act 1995 (Cth) and that the applicant's concerns about the hearsay nature of much of the evidence were outweighed by the need for reliable evidence. The court also found that the applicant had demonstrated a sufficient nexus between the contraventions complained of, the final relief claimed, and the interim orders sought.

The court ordered that the applicant be granted final inspection of the first respondent's books. The court would hear from counsel as to the terms of the order and any other orders that should be made. This decision highlights the importance of shareholders' rights and the need for transparency in corporate governance, as well as the court's willingness to consider alternative legal provisions when granting relief to aggrieved shareholders.