Shawn Rex Burns & Anor v Integrity Investment Management Pty Limited & Ors [2011] NSWSC 687

Shawn Rex Burns & Anor v Integrity Investment Management Pty Limited & Ors [2011] NSWSC 687

The application for an injunction was refused because it was premature: the Integrity board had not yet met, considered the material, or passed any resolution, so it was too early to say the process or any termination was invalid. The plaintiffs had not established that damages would be inadequate, including because there was no evidence that Integrity Australia could not meet an award of damages, and there was no evidence supporting the allegation that the defendants had orchestrated the amendments and proposed termination to remove the plaintiff at a cheaper price. The circumstances were not extraordinary enough to restrain the meeting.

Jurisdiction
Australia
Judgment Date
27 June 2011
Procedural Posture
Interlocutory Application for Injunction / Amended Summons Seeking Interlocutory Relief
Outcome
Application refused; application for interlocutory relief dismissed; costs reserved.
Legal Topics
['application to Restrain Board Meeting' 'termination of Employment' "shareholders' Agreement and Share Transfer Consequences" 'adequacy of Damages' 'serious Misconduct']
['injunctions' 'employment Law' 'corporations'] ['application to Restrain Board Meeting' 'termination of Employment' "shareholders' Agreement and Share Transfer Consequences" 'adequacy of Damages' 'serious Misconduct']

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Procedural Posture

Interlocutory Application for Injunction / Amended Summons Seeking Interlocutory Relief

Legal Issues

  1. 1 ["Whether the defendants should be restrained from holding a board meeting to consider resolutions approving termination of the first plaintiff's employment." "Whether the defendants should be restrained from passing or acting on resolutions concerning termination of the first plaintiff's employment." "Whether the defendants should be restrained from transferring or dealing with the second plaintiff's shares in Integrity." 'Whether damages would be an adequate remedy if the resolutions were passed and acted upon.' 'Whether the application was premature because the board had not yet considered the material and resolutions.']

Ratio Decidendi

The application for an injunction was refused because it was premature: the Integrity board had not yet met, considered the material, or passed any resolution, so it was too early to say the process or any termination was invalid. The plaintiffs had not established that damages would be inadequate, including because there was no evidence that Integrity Australia could not meet an award of damages, and there was no evidence supporting the allegation that the defendants had orchestrated the amendments and proposed termination to remove the plaintiff at a cheaper price. The circumstances were not extraordinary enough to restrain the meeting.

Court Disposition

Application refused; application for interlocutory relief dismissed; costs reserved.

Orders

  • ['Application for interlocutory relief dismissed.' 'Costs reserved.']