In the matter of Infinite Plus Pty Ltd [2017] NSWSC 470

In the matter of Infinite Plus Pty Ltd [2017] NSWSC 470

The oppression proceeding involves matters that are capable of settlement by arbitration under the shareholders agreement between Mr Zhao and Ms Qian. Section 7 of the International Arbitration Act 1974 (Cth) requires a stay of those claims pending arbitration. The claim by Mr Zhao that La Kaffa (Taiwan) purchase Ms Qian's shares is not arbitrable as La Kaffa (Taiwan) is not a party to the arbitration agreement, but in the interests of avoiding multiplicity of proceedings and overlap of issues, that claim and all claims by La Kaffa (Taiwan) are stayed pending the outcome of the arbitration pursuant to the court’s discretionary powers.

Jurisdiction
Australia
Judgment Date
27 April 2017
Procedural Posture
Oppression Proceeding / Stay Application Ruling
Outcome
Plaintiffs' oppression proceeding stayed to the extent of arbitrable claims; costs awarded to first defendant.
Legal Topics
['oppression Remedy' 'arbitration Clauses' 'stay of Proceedings' 'jurisdiction']
['arbitration' 'corporations Law' 'civil Procedure'] ['oppression Remedy' 'arbitration Clauses' 'stay of Proceedings' 'jurisdiction']

Case Brief

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Procedural Posture

Oppression Proceeding / Stay Application Ruling

Legal Issues

  1. 1 ['Whether the oppression proceeding should be stayed in favour of arbitration under the shareholders agreement' 'Whether the claims fall within the scope of the arbitration clause' 'Whether La Kaffa (Taiwan), not a party to the shareholders agreement, should have its claim stayed']

Ratio Decidendi

The oppression proceeding involves matters that are capable of settlement by arbitration under the shareholders agreement between Mr Zhao and Ms Qian. Section 7 of the International Arbitration Act 1974 (Cth) requires a stay of those claims pending arbitration. The claim by Mr Zhao that La Kaffa (Taiwan) purchase Ms Qian's shares is not arbitrable as La Kaffa (Taiwan) is not a party to the arbitration agreement, but in the interests of avoiding multiplicity of proceedings and overlap of issues, that claim and all claims by La Kaffa (Taiwan) are stayed pending the outcome of the arbitration pursuant to the court’s discretionary powers.

Court Disposition

Plaintiffs' oppression proceeding stayed to the extent of arbitrable claims; costs awarded to first defendant.

Orders

  • ['Proceeding between Mr Zhao and Ms Qian (except for the claim that La Kaffa (Taiwan) purchase shares) stayed until further order under s 7(2) International Arbitration Act 1974 (Cth).' 'Proceeding otherwise be stayed pending outcome of arbitration between Mr Zhao and Ms Qian under cl 13 of the shareholders...