Pastizzi Cafe Pty Ltd v Hossain (No 4) [2011] NSWSC 808

Pastizzi Cafe Pty Ltd v Hossain (No 4) [2011] NSWSC 808

The court held that the parties were one-third partners and equal directors and shareholders in Pastizzi Cafe Pty Ltd, that Mr Hossain breached his fiduciary duties and acted oppressively by locking out Pastizzi and diverting its business, entitling Pastizzi to damages for lost profits and goodwill, and ordering Ms Ross to purchase Mr Hossain's share for one third of the goodwill value, while Mr Hossain and Talukder must restore Pastizzi to possession, and declarations were made regarding director and shareholder status.

Jurisdiction
Australia
Judgment Date
28 July 2011
Procedural Posture
Principal Judgment / Final Judgment
Outcome
Damages, declarations, and orders granted for Pastizzi and Ms Ross; cross-claim for winding up denied.
Legal Topics
['oppressive Conduct' 'director Status' 'damages for Lost Profits' 'damages for Lost Goodwill' 'trust of Lease' 'quasi Partnership']
['corporations' 'equity'] ['oppressive Conduct' 'director Status' 'damages for Lost Profits' 'damages for Lost Goodwill' 'trust of Lease' 'quasi Partnership']

Case Brief

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Procedural Posture

Principal Judgment / Final Judgment

Legal Issues

  1. 1 ['Whether conduct was oppressive under Corporations Act 2001 (Cth) s 232' 'Whether Mr Hossain held the lease on trust for Pastizzi' 'Whether damages for lost profits and lost goodwill should be awarded' 'Whether Mr Ross was a director and/or shareholder of Pastizzi' "Whether an order for purchase of Mr Hossain's share should be made"]

Ratio Decidendi

The court held that the parties were one-third partners and equal directors and shareholders in Pastizzi Cafe Pty Ltd, that Mr Hossain breached his fiduciary duties and acted oppressively by locking out Pastizzi and diverting its business, entitling Pastizzi to damages for lost profits and goodwill, and ordering Ms Ross to purchase Mr Hossain's share for one third of the goodwill value, while Mr Hossain and Talukder must restore Pastizzi to possession, and declarations were made regarding director and shareholder status.

Court Disposition

Damages, declarations, and orders granted for Pastizzi and Ms Ross; cross-claim for winding up denied.

Orders

  • ['Damages awarded to Pastizzi Cafe Pty Ltd in the amount of $455,257.10 plus $547.10 per day until possession is restored.' "Ms Ross to purchase Mr Hossain's share in Pastizzi for $133,333." 'Declaration that Mr Ross was and is a director of Pastizzi.' 'Declaration that Mr Ross was not a shareholder of Pastizzi.'...