Crawley v Short (No 2) [2010] NSWCA 97

Crawley v Short (No 2) [2010] NSWCA 97

The appellant's proposed reformulation of the share purchase order was rejected because the Principal Judgment's observations about a going concern valuation addressed only the discrete issue of selling costs and capital gains tax for the Jacksons on George Hotel and did not alter the underlying going concern basis of the hotel valuations or the appropriateness of the primary judge's share purchase order. Given the parties' broadly equivalent success on the appeal, cross-appeal and present application, no order for costs was appropriate.

Jurisdiction
Australia
Judgment Date
07 May 2010
Procedural Posture
Corporations Oppression Proceeding Concerning a Compulsory Share Purchase Order / Consequential Orders Following Court of Appeal Judgment on Appeal and Cross Appeal
Outcome
The Court made consequential variation orders, rejected the appellant's principal contention as to the form of orders, and made no order as to costs of the appeal and cross-appeal.
Legal Topics
['oppression' 'compulsory Purchase Order' 'valuation of Hotels' 'costs of Appeal and Cross Appeal' 'consequential Orders']
['corporations' 'civil Procedure'] ['oppression' 'compulsory Purchase Order' 'valuation of Hotels' 'costs of Appeal and Cross Appeal' 'consequential Orders']

Case Brief

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Procedural Posture

Corporations Oppression Proceeding Concerning a Compulsory Share Purchase Order / Consequential Orders Following Court of Appeal Judgment on Appeal and Cross Appeal

Legal Issues

  1. 1 ['Whether the share purchase order made by the primary judge should be set aside and replaced with an order requiring purchase at one-third of the value of each company as a going concern without minority discount.' "Whether the matter should be remitted for valuation in accordance with the appellant's proposed order." 'Whether there should be an order for costs of the appeal and cross-appeal.']

Ratio Decidendi

The appellant's proposed reformulation of the share purchase order was rejected because the Principal Judgment's observations about a going concern valuation addressed only the discrete issue of selling costs and capital gains tax for the Jacksons on George Hotel and did not alter the underlying going concern basis of the hotel valuations or the appropriateness of the primary judge's share purchase order. Given the parties' broadly equivalent success on the appeal, cross-appeal and present application, no order for costs was appropriate.

Court Disposition

The Court made consequential variation orders, rejected the appellant's principal contention as to the form of orders, and made no order as to costs of the appeal and cross-appeal.

Orders

  • ["Order 1 made by the Court below on 12 September 2008, as varied by Orders 1 and 2 made by the Court below on 26 November 2008, be varied by deleting '$5,068,362' and replacing it with '$4,267,141', and by deleting '$6,374,772' and replacing it with '$6,699,637'." "Order 1 made by the Court below on 26 November...