Christopher Murray & Anor v RentWorks Limited & Ors [2003] NSWIRComm 407

Christopher Murray & Anor v RentWorks Limited & Ors [2003] NSWIRComm 407

The Shareholders Agreement was connected with the performance of work but was not unfair in its terms and did not become unfair through the respondents' conduct. Mr Murray understood and accepted the agreement, including the valuation process and 15% minority shareholder discount. The five year plan figures were preliminary, arithmetical and unsupported, and did not represent an official and considered management forecast that would have affected PwC's valuation. The respondents were not shown to have withheld material information or misled PwC, and PwC acted competently, honestly and independently. The Banks valuation did not demonstrate that PwC's valuation or process was deficient. The...

Jurisdiction
Australia
Judgment Date
08 December 2003
Procedural Posture
Application Under Section 106 of the Industrial Relations Act 1996 Alleging an Unfair Contract / Judgment After Hearing
Outcome
Application dismissed.
Legal Topics
['industrial Relations Act 1996 Ss 105 and 106' 'shareholders Agreement' 'fair Market Value of Shares' 'expert Valuation' 'minority Shareholder Discount' 'supply of Valuation Information' 'five Year Plan Forecasts' 'credibility of Witnesses']
['industrial Relations' 'employment Contracts' 'unfair Contracts' 'corporations and Shareholders Agreements' 'evidence'] ['industrial Relations Act 1996 Ss 105 and 106' 'shareholders Agreement' 'fair Market Value of Shares' 'expert Valuation' 'minority Shareholder Discount' 'supply of Valuation Information' 'five Year Plan Forecasts' 'credibility of Witnesses']

Case Brief

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Procedural Posture

Application Under Section 106 of the Industrial Relations Act 1996 Alleging an Unfair Contract / Judgment After Hearing

Legal Issues

  1. 1 ['Whether the Shareholders Agreement was an unfair contract or arrangement within ss 105 and 106 of the Industrial Relations Act 1996.' 'Whether clauses concerning sale of shares on termination of employment, calculation of fair market value, appointment of PwC as valuer, and a 15% minority shareholder discount were unfair, harsh or unconscionable.' "Whether the respondents' conduct rendered the Shareholders Agreement unfair by withholding relevant information from PwC or providing misleading information to PwC during the valuation." "Whether the five year plan figures represented an official and considered view of RentWorks' directors or senior management about future financial performance and should have been provided to PwC." "Whether PwC's valuation lacked integrity, competence or independence, or was undermined by manifest error or misleading information." 'Whether the Multilease Joint Venture Agreements became unfair because the NZ Airforce Transaction was not designated a special transaction.']

Ratio Decidendi

The Shareholders Agreement was connected with the performance of work but was not unfair in its terms and did not become unfair through the respondents' conduct. Mr Murray understood and accepted the agreement, including the valuation process and 15% minority shareholder discount. The five year plan figures were preliminary, arithmetical and unsupported, and did not represent an official and considered management forecast that would have affected PwC's valuation. The respondents were not shown to have withheld material information or misled PwC, and PwC acted competently, honestly and independently. The Banks valuation did not demonstrate that PwC's valuation or process was deficient. The...

Court Disposition

Application dismissed.

Orders

  • ['The application is dismissed.' 'If the parties are unable to agree as to costs they have leave to approach the Court on that issue.']