Spence v Rigging Rentals WA Pty Ltd [2015] FCA 1158

Procedural Posture

Corporations Oppression Proceeding With Cross Claim for Breach of Directors' Duties and Fiduciary Duties / Final Judgment After Hearing

Legal Issues

1. 1 ['Whether the 1 August 2014 email was inadmissible under s 131 of the Evidence Act 1995 (Cth).' 'Whether the condition in the 1 August 2014 email requiring the issue of additional shares to the second and third defendants as a condition of progressing the proposed sale was oppressive, unfairly prejudicial or unfairly discriminatory against Mr Spence.' "Whether the 1 August 2014 email supported an inference that the second and third defendants would cause or procure Mr Spence's exclusion from management of the Company." "What relief should be granted for oppression, including whether the second and third defendants should purchase Mr Spence's shares and whether further sums should be paid for dividends." 'Whether Mr Spence breached s 182(1) of the Corporations Act 2001 (Cth) or fiduciary duties by disputed expenses, long service leave payment, fees from related companies, remuneration to the bookkeeper, and dealings with RRQLD and RRNSW.']

Ratio Decidendi

The 1 August 2014 email was admissible because the relevant dispute over expenses and other claims was between the Company and Mr Spence, whereas the email was sent on the personal behalf of the majority and demanded consideration for their personal benefit. The condition requiring additional shares to be issued to the second and third defendants as the price of continuing sale negotiations was commercially unfair and oppressive because the asserted claims were claims of the Company, had not been particularised, and the condition used the threat of halting sale negotiations to pressure Mr Spence to surrender a disproportionate personal benefit to the majority and deny him the opportunity...

Court Disposition

Oppression claim allowed in part; cross-claim allowed in part.

Orders

• ['The second and third defendants, within 28 days of judgment, each pay the plaintiff $300,000 in consideration of the delivery of written share transfer documents, to each of them, of five shares in the first defendant.' "There be liberty to the parties to apply, on 48 hours' notice, on any issue concerning Order...