McEwen v Combined Coast Cranes Pty Ltd [2002] NSWSC 1227

McEwen v Combined Coast Cranes Pty Ltd [2002] NSWSC 1227

The plaintiffs failed because the alleged oral agreement was either not intended to create contractual relations or was subsumed in the trust deed; the Court rejected the defendants' federal jurisdiction objection but found that oppression relief was not appropriate where the company held assets as trustee and the value of the units could be realised through the trust deed's buy-out machinery. Although the transfers of units and shares breached pre-emption provisions and some breach of trust was shown, there was no evidence of unfair income distributions or substantial loss beyond possible nominal damages, and the Fair Trading Act claim lacked evidentiary support.

Jurisdiction
Australia
Judgment Date
20 December 2002
Procedural Posture
Corporations Oppression Proceedings With Associated Contract, Trust and Fair Trading Act Claims / Final Judgment After Hearing
Outcome
Proceedings dismissed with no order as to costs.
Legal Topics
['oppression' 'service Company as Trustee of Unit Trust' 'pre Emption Provisions' 'legitimate Expectation' 'breach of Trust' 'compulsory Buy Out Provisions' 'federal Jurisdiction in State Supreme Court']
['corporations Law' 'equity and Trusts' 'contract Law' 'federal Jurisdiction'] ['oppression' 'service Company as Trustee of Unit Trust' 'pre Emption Provisions' 'legitimate Expectation' 'breach of Trust' 'compulsory Buy Out Provisions' 'federal Jurisdiction in State Supreme Court']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Corporations Oppression Proceedings With Associated Contract, Trust and Fair Trading Act Claims / Final Judgment After Hearing

Legal Issues

  1. 1 ['Whether the alleged conduct in connection with Combined Coast Cranes Pty Ltd was oppressive, unfairly prejudicial or unfairly discriminatory under ss 232 and 233 of the Corporations Act 2001.' "Whether the Court, while exercising federal jurisdiction under the Corporations Act 2001, could also deal with the plaintiffs' trust and contract claims." 'Whether pre-incorporation and pre-trust discussions created an enforceable contract or legitimate expectation about equal work allocation and participation in management.' 'Whether transfers of shares and units to Trevor Troy and Terry Pearce in breach of pre-emption provisions caused compensable loss to David McEwen.' 'Whether alleged breaches of trust or exclusion from participation justified equitable compensation or other relief.' 'Whether the Fair Trading Act 1987 false representation claim was supported by evidence.']

Ratio Decidendi

The plaintiffs failed because the alleged oral agreement was either not intended to create contractual relations or was subsumed in the trust deed; the Court rejected the defendants' federal jurisdiction objection but found that oppression relief was not appropriate where the company held assets as trustee and the value of the units could be realised through the trust deed's buy-out machinery. Although the transfers of units and shares breached pre-emption provisions and some breach of trust was shown, there was no evidence of unfair income distributions or substantial loss beyond possible nominal damages, and the Fair Trading Act claim lacked evidentiary support.

Court Disposition

Proceedings dismissed with no order as to costs.

Orders

  • ['Proceedings to be dismissed with no order as to costs.' 'Liberty to the parties to approach the Associate in the new term for short argument as to the appropriate orders; failing any approach by 4 pm on 11 February 2003, orders may be taken out dismissing the suit with no order as to costs.']