Sharif v Vitruvian Investments Pty Ltd (No 4) [2023] FCA 1172

Sharif v Vitruvian Investments Pty Ltd (No 4) [2023] FCA 1172

The appropriate remedy for oppression is an order for transfer of 3,000,000 fully paid ordinary shares in Vitruvian Investments Pty Ltd from J & S Gregory Pty Ltd to Mr Sharif for nominal consideration of $1.00, with Mr Sharif to execute a deed of accession as 'Other Shareholder', so as to address both the removal of the effects of the oppressive conduct and avoidance of conferring a windfall capital gains tax benefit.

Parties
Plaintiff: Ahmad Walid Obaid Sharif; First Defendant: Vitruvian Investments Pty Ltd (ACN 630 548 846); Second Defendant: Jonathan Charles Gregory; Third Defendant: J & S Gregory Pty Ltd (ACN 163 712 598); Fourth Defendant: Vformtrain Pty Ltd (ACN 641 497 323)
Jurisdiction
Australia
Judgment Date
29 September 2023
Procedural Posture
Corporations – Oppression Proceedings / Post Trial, Orders Following Principal Reasons
Outcome
Orders made for transfer of shares for $1.00 consideration; plaintiff to sign deed of accession as 'Other Shareholder'; parties have liberty to apply.
Legal Topics
Oppressive Conduct, Shareholder Remedies, Share Transfer, Deed of Accession, Capital Gains Tax Consequences
Corporations Law Oppressive Conduct Shareholder Remedies Share Transfer Deed of Accession Capital Gains Tax Consequences

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 3 Authorities cited 4 Party arguments 2 Amounts and remedies 2
Sign in to unlock

Parties

Ahmad Walid Obaid Sharif

Plaintiff

Vitruvian Investments Pty Ltd (ACN 630 548 846)

First Defendant

Jonathan Charles Gregory

Second Defendant

J & S Gregory Pty Ltd (ACN 163 712 598)

Third Defendant

Vformtrain Pty Ltd (ACN 641 497 323)

Fourth Defendant

Procedural Posture

Corporations – Oppression Proceedings / Post Trial, Orders Following Principal Reasons

Legal Issues

  1. 1 What orders should give effect to the judgment upholding oppression under s 232 of the Corporations Act 2001 (Cth)?
  2. 2 Whether the share transfer to plaintiff should specify nominal or substantive consideration in light of tax consequences
  3. 3 Whether the plaintiff is entitled to status as 'Founder Shareholder' in the deed of accession

Ratio Decidendi

The appropriate remedy for oppression is an order for transfer of 3,000,000 fully paid ordinary shares in Vitruvian Investments Pty Ltd from J & S Gregory Pty Ltd to Mr Sharif for nominal consideration of $1.00, with Mr Sharif to execute a deed of accession as 'Other Shareholder', so as to address both the removal of the effects of the oppressive conduct and avoidance of conferring a windfall capital gains tax benefit.

Court Disposition

Orders made for transfer of shares for $1.00 consideration; plaintiff to sign deed of accession as 'Other Shareholder'; parties have liberty to apply.

Orders

  • The third defendant to execute and deliver to the plaintiff a share transfer form for 3,000,000 unencumbered fully paid ordinary shares in the first defendant to the plaintiff for $1.00.
  • Plaintiff to deliver to third defendant an executed Deed of Accession in the specified form, as 'Other Shareholder'.