Hashman v Australian Medico-Legal Group Pty Limited; Claireleigh Mosman Pty Limited v Australian Medico-Legal Group Pty Limited [2016] NSWSC 1773

Hashman v Australian Medico-Legal Group Pty Limited; Claireleigh Mosman Pty Limited v Australian Medico-Legal Group Pty Limited [2016] NSWSC 1773

AMLG's own financial statements and shareholder loan ledger showed that, as against AMLG, Mr Hashman personally was the lender for all advances, regardless of the ultimate source of funds. Although the loans were repayable on demand and prima facie statute barred, AMLG's signed financial statements and ledger sufficiently acknowledged the shareholder loans for the purposes of s 54 of the Limitation Act 1969 (NSW), so the limitation defence failed. The binding financial agreement did not release or assign the loans but preserved them as an asset of Mr Hashman. Mr Hashman was therefore entitled to judgment for the loan amount and interest. In the oppression proceeding, the agreed compulsory...

Jurisdiction
Australia
Judgment Date
07 December 2016
Procedural Posture
Equity Proceedings Comprising an Oppression Claim and a Loan Recovery Claim / Application to Amend Pleadings and Principal Judgment After Hearing
Outcome
Leave to amend was granted; in the loan case Mr Hashman obtained judgment against Australian Medico-Legal Group Pty Limited; in the oppression case Ms Holland was ordered to purchase Mr Hashman's shares for $29,500, with costs submissions to follow.
Legal Topics
['loans Repayable on Demand' 'confirmation and Acknowledgment Under the Limitation Act 1969 (nsw)' 'minority Oppression Share Valuation' 'discounted Cash Flow Valuation' 'amendment to Join Additional Plaintiff' 'binding Financial Agreement']
['limitations' 'corporations' 'civil Procedure' 'equity'] ['loans Repayable on Demand' 'confirmation and Acknowledgment Under the Limitation Act 1969 (nsw)' 'minority Oppression Share Valuation' 'discounted Cash Flow Valuation' 'amendment to Join Additional Plaintiff' 'binding Financial Agreement']

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Procedural Posture

Equity Proceedings Comprising an Oppression Claim and a Loan Recovery Claim / Application to Amend Pleadings and Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether Claireleigh Mosman Pty Limited or Edmund Ian John Hashman was the lender in respect of advances made to Australian Medico-Legal Group Pty Limited.' 'Whether the loan claims were statute barred or saved by a confirmation under s 54 of the Limitation Act 1969 (NSW).' 'Whether the loans were released or assigned by the binding financial agreement between Mr Hashman and Ms Holland.' "What price should be paid for Mr Hashman's shares in Australian Medico-Legal Group Pty Limited in the oppression proceeding." 'Whether Mr Hashman should be joined as a plaintiff in the loan proceeding and the statement of claim amended.']

Ratio Decidendi

AMLG's own financial statements and shareholder loan ledger showed that, as against AMLG, Mr Hashman personally was the lender for all advances, regardless of the ultimate source of funds. Although the loans were repayable on demand and prima facie statute barred, AMLG's signed financial statements and ledger sufficiently acknowledged the shareholder loans for the purposes of s 54 of the Limitation Act 1969 (NSW), so the limitation defence failed. The binding financial agreement did not release or assign the loans but preserved them as an asset of Mr Hashman. Mr Hashman was therefore entitled to judgment for the loan amount and interest. In the oppression proceeding, the agreed compulsory...

Court Disposition

Leave to amend was granted; in the loan case Mr Hashman obtained judgment against Australian Medico-Legal Group Pty Limited; in the oppression case Ms Holland was ordered to purchase Mr Hashman's shares for $29,500, with costs submissions to follow.

Orders

  • ['Edmund Ian John Hashman be joined as second plaintiff in proceedings 2015/187123.' 'The plaintiffs have leave to amend the statement of claim by filing the further amended statement of claim, a copy of which is exhibit VD1.' 'In proceedings 2015/187123, the defendant Australian Medico-Legal Group Pty Limited pay...