Frazer v Macquarie Airports Management Ltd [2009] NSWSC 1057

Frazer v Macquarie Airports Management Ltd [2009] NSWSC 1057

Although there was a serious question to be tried about the adequacy of information provided to security holders, the plaintiffs did not proffer undertakings as to damages. Because restraining the meetings risked causing loss to the defendants, Macquarie, security holders and third parties, and no special circumstances justified dispensing with undertakings, the balance of convenience favoured refusing interlocutory relief. The inspection orders were in substance final relief and could not appropriately be granted on an interlocutory basis. Indemnity costs were justified because the proceedings were pursued without concluded arrangements enabling a worthwhile undertaking as to damages...

Jurisdiction
Australia
Judgment Date
29 September 2009
Procedural Posture
Application to Restrain Company Meetings and for Inspection of Books / Interlocutory Application in the Equity Division, Corporations List
Outcome
Plaintiffs' claims for interlocutory relief in paragraph 5 of the originating process were dismissed and the plaintiffs were ordered to pay the defendants' costs on an indemnity basis.
Legal Topics
['interlocutory Injunction' 'undertaking as to Damages' 'balance of Convenience' 'company and Managed Investment Scheme Meetings' 'related Party Transactions' 'inspection of Company Books' 'indemnity Costs']
['equity' 'corporations Law'] ['interlocutory Injunction' 'undertaking as to Damages' 'balance of Convenience' 'company and Managed Investment Scheme Meetings' 'related Party Transactions' 'inspection of Company Books' 'indemnity Costs']

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Procedural Posture

Application to Restrain Company Meetings and for Inspection of Books / Interlocutory Application in the Equity Division, Corporations List

Legal Issues

  1. 1 ['Whether there was a serious question to be tried that the defendants failed to provide security holders with information reasonably required to decide whether to approve the internalisation resolutions.' 'Whether the balance of convenience favoured restraining the meetings from considering the internalisation resolutions.' 'Whether interlocutory relief should be refused because the plaintiffs did not proffer undertakings as to damages.' "Whether orders for inspection of the defendants' books under s 247A could be made on an interlocutory basis." "Whether the plaintiffs should pay the defendants' costs on an indemnity basis."]

Ratio Decidendi

Although there was a serious question to be tried about the adequacy of information provided to security holders, the plaintiffs did not proffer undertakings as to damages. Because restraining the meetings risked causing loss to the defendants, Macquarie, security holders and third parties, and no special circumstances justified dispensing with undertakings, the balance of convenience favoured refusing interlocutory relief. The inspection orders were in substance final relief and could not appropriately be granted on an interlocutory basis. Indemnity costs were justified because the proceedings were pursued without concluded arrangements enabling a worthwhile undertaking as to damages...

Court Disposition

Plaintiffs' claims for interlocutory relief in paragraph 5 of the originating process were dismissed and the plaintiffs were ordered to pay the defendants' costs on an indemnity basis.

Orders

  • ["Order that the plaintiffs' claims for relief in para 5 of the originating process be dismissed." "Order that the plaintiffs pay the defendants' costs of the proceedings to date on the indemnity basis and direct that the costs be assessed forthwith and will be payable forthwith after agreement or assessment."...