In the matter of ICB Medical Distributors Pty Ltd and The International College of Biomechanics Pty Ltd; ICB Gait and Posture Clinic Pty Ltd; Foot Steps Orthotics Pty Limited [2019] NSWSC 5

In the matter of ICB Medical Distributors Pty Ltd and The International College of Biomechanics Pty Ltd; ICB Gait and Posture Clinic Pty Ltd; Foot Steps Orthotics Pty Limited [2019] NSWSC 5

The ICB Companies' financial records, after the adjustments identified by Dr Najjarine and addressed in Mr Samuel's second report, were sufficiently reliable to support the asset-based valuation. Dr Najjarine had not established that valuation was impossible or that a winding up order should be made. The appropriate order was therefore that Mr Kielt purchase all shares held by Dr Najjarine in the ICB Group Companies for the agreed adjusted amount.

Jurisdiction
Australia
Judgment Date
16 January 2018
Procedural Posture
Corporations Oppression Proceedings / Consequential Orders Following Earlier Judgment, Including Valuation and Share Buy Out Orders
Outcome
Orders made that the Defendant purchase all shares held by the Plaintiff in the ICB Group Companies on specified terms, with further directions as to costs submissions.
Legal Topics
['oppression' 'winding Up' 'share Buy Out' 'valuation of Shares' 'consequential Orders']
['corporations Law' 'equity'] ['oppression' 'winding Up' 'share Buy Out' 'valuation of Shares' 'consequential Orders']

Case Brief

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Procedural Posture

Corporations Oppression Proceedings / Consequential Orders Following Earlier Judgment, Including Valuation and Share Buy Out Orders

Legal Issues

  1. 1 ["Whether the Court should make a winding up order rather than an order that Mr Kielt purchase Dr Najjarine's shares in the ICB Group Companies." "Whether the ICB Companies' financial records were sufficiently reliable to support an asset-based valuation." 'Whether adjustments relating to tax and GST should affect the valuation and purchase price.']

Ratio Decidendi

The ICB Companies' financial records, after the adjustments identified by Dr Najjarine and addressed in Mr Samuel's second report, were sufficiently reliable to support the asset-based valuation. Dr Najjarine had not established that valuation was impossible or that a winding up order should be made. The appropriate order was therefore that Mr Kielt purchase all shares held by Dr Najjarine in the ICB Group Companies for the agreed adjusted amount.

Court Disposition

Orders made that the Defendant purchase all shares held by the Plaintiff in the ICB Group Companies on specified terms, with further directions as to costs submissions.

Orders

  • ['Pursuant to s 233(1)(d) of the Corporations Act 2001 (Cth), the Defendant purchase all shares held by the Plaintiff in ICB Medical Distributors Pty Ltd, The International College of Biomechanics Pty Ltd, ICB Gait and Posture Clinic Pty Ltd and Foot Steps Orthotics Pty Ltd as set out in Orders 2 and 3.' "In...