In the matter of Courtesy Real Estate (NSW) Pty Limited [2013] NSWSC 1666

In the matter of Courtesy Real Estate (NSW) Pty Limited [2013] NSWSC 1666

Although there was a seriously arguable case that the removal of Mr Gillespie as director breached the Shareholders Agreement, the balance of convenience did not favour the grant of an interlocutory mandatory order reinstating him as director, given the lapse of time, his own absence from the Company, that existing consensual and alternative orders would sufficiently protect his interests, and the risk of injustice and detriment to the Company and other shareholders from such an order.

Jurisdiction
Australia
Judgment Date
14 November 2013
Procedural Posture
Interlocutory Application / Application for Interlocutory Orders in Ongoing Oppression Proceedings
Outcome
Certain interlocutory orders made by consent of the parties; application for interlocutory order requiring reappointment of director dismissed; costs in the cause.
Legal Topics
['oppression Remedy' 'directors—removal and Reinstatement' 'shareholders Agreement' 'interlocutory Injunctions' 'mandatory Orders' 'balance of Convenience']
['corporations'] ['oppression Remedy' 'directors—removal and Reinstatement' 'shareholders Agreement' 'interlocutory Injunctions' 'mandatory Orders' 'balance of Convenience']

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Procedural Posture

Interlocutory Application / Application for Interlocutory Orders in Ongoing Oppression Proceedings

Legal Issues

  1. 1 ['Whether removal of director breached shareholders agreement and was oppressive under s 233 of the Corporations Act 2001 (Cth)' 'Whether the balance of convenience favoured an interlocutory mandatory order reinstating the applicant as director' 'Availability and appropriateness of interlocutory relief for director reinstatement']

Ratio Decidendi

Although there was a seriously arguable case that the removal of Mr Gillespie as director breached the Shareholders Agreement, the balance of convenience did not favour the grant of an interlocutory mandatory order reinstating him as director, given the lapse of time, his own absence from the Company, that existing consensual and alternative orders would sufficiently protect his interests, and the risk of injustice and detriment to the Company and other shareholders from such an order.

Court Disposition

Certain interlocutory orders made by consent of the parties; application for interlocutory order requiring reappointment of director dismissed; costs in the cause.

Orders

  • ['Orders by consent as between the parties (details to be determined)' 'Application for interlocutory order requiring reappointment of Mr Gillespie as director dismissed' 'Order that costs of the application be costs in the cause']