Page v Good Impressions Offset Printing Pty Limited [2011] NSWSC 1398

Page v Good Impressions Offset Printing Pty Limited [2011] NSWSC 1398

The second defendant was not entitled to the orders sought because clause 12 of the shareholders' agreement did not apply to a court-ordered purchase of shares under s 233 of the Corporations Act 2001 (Cth), and the notice of motion sought final relief in circumstances where the plaintiff's amended claim based on an alleged agreement had not been determined.

Jurisdiction
Australia
Judgment Date
07 November 2011
Procedural Posture
Interlocutory Application / Notice of Motion by the Second Defendant Seeking Compliance With Clauses 12 and 30 of a Shareholders' Agreement and a Stay of the Plaintiff's Motion
Outcome
The second defendant's notice of motion filed on 26 September 2011 was dismissed.
Legal Topics
["shareholders' Agreement" 'pre Emption Rights' 'oppressive Conduct' 'compulsory Purchase of Shares' 'specific Performance' 'interlocutory Relief']
['corporations Law' 'contract Law' 'civil Procedure'] ["shareholders' Agreement" 'pre Emption Rights' 'oppressive Conduct' 'compulsory Purchase of Shares' 'specific Performance' 'interlocutory Relief']

Case Brief

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Procedural Posture

Interlocutory Application / Notice of Motion by the Second Defendant Seeking Compliance With Clauses 12 and 30 of a Shareholders' Agreement and a Stay of the Plaintiff's Motion

Legal Issues

  1. 1 ["Whether clause 12 of the shareholders' agreement required the plaintiff to give a transfer notice before pursuing relief involving acquisition of his shares." 'Whether clause 12 applied to a transfer of shares resulting from a court order under s 233 of the Corporations Act 2001 (Cth).' 'Whether the second defendant could obtain, by notice of motion, final relief in the nature of specific performance of clause 12.']

Ratio Decidendi

The second defendant was not entitled to the orders sought because clause 12 of the shareholders' agreement did not apply to a court-ordered purchase of shares under s 233 of the Corporations Act 2001 (Cth), and the notice of motion sought final relief in circumstances where the plaintiff's amended claim based on an alleged agreement had not been determined.

Court Disposition

The second defendant's notice of motion filed on 26 September 2011 was dismissed.

Orders

  • ["The second defendant's notice of motion filed on 26 September 2011 be dismissed." "The costs of the second defendant's notice of motion filed on 26 September 2011 be the plaintiff's costs in the proceedings." 'The exhibits to the affidavits may be returned.' 'By 21 November 2011 the plaintiff file and serve a...