Ledesma v Nobule [1999] NSWSC 928

Ledesma v Nobule [1999] NSWSC 928

The appeal was dismissed because the plaintiffs did not establish that the loan accounts were not genuine, that stock figures were manipulated, or that sales to Boulevarde were unrecorded or unpaid. The plaintiffs' expert valuation was flawed because it depended on unproved assumptions, deleted loan liabilities, included an unestablished goodwill figure, and used an unsound capitalisation of profits approach. On the accounts figures, the Master was entitled to accept the defendants' expert evidence that the shares had no value as at 16 July 1986, and no other conclusion was open on the evidence.

Jurisdiction
Australia
Judgment Date
14 September 1999
Procedural Posture
Appeal From Master's Decision Concerning Valuation of Shares in Oppression Proceedings / Appeal Before the Supreme Court of New South Wales, Equity Division
Outcome
Appeal dismissed with costs.
Legal Topics
['oppression' 'valuation of Shares' 'net Assets Valuation' 'burden of Proof' 'fraud Allegations' 'appeal From Master']
['corporations Law' 'equity' 'civil Procedure'] ['oppression' 'valuation of Shares' 'net Assets Valuation' 'burden of Proof' 'fraud Allegations' 'appeal From Master']

Case Brief

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Procedural Posture

Appeal From Master's Decision Concerning Valuation of Shares in Oppression Proceedings / Appeal Before the Supreme Court of New South Wales, Equity Division

Legal Issues

  1. 1 ["Whether the Master erred in finding that the plaintiffs' shares in Nobule Pty Limited had no value as at 16 July 1986." "Whether the plaintiffs established that Nobule's accounts understated sales, closing stock, or misstated loans from Boulevarde as genuine liabilities." "Whether the Master erred in accepting the defendants' expert valuation based on the company's accounts and rejecting the plaintiffs' expert valuation." 'Whether adverse inferences should have been drawn from lost invoice books and alleged fluctuations in recorded sales.']

Ratio Decidendi

The appeal was dismissed because the plaintiffs did not establish that the loan accounts were not genuine, that stock figures were manipulated, or that sales to Boulevarde were unrecorded or unpaid. The plaintiffs' expert valuation was flawed because it depended on unproved assumptions, deleted loan liabilities, included an unestablished goodwill figure, and used an unsound capitalisation of profits approach. On the accounts figures, the Master was entitled to accept the defendants' expert evidence that the shares had no value as at 16 July 1986, and no other conclusion was open on the evidence.

Court Disposition

Appeal dismissed with costs.

Orders

  • ['Appeal dismissed with costs.']