Ample Source International Limited v Bonython Metals Group Pty Limited; In the Matter of Bonython Metals Group Pty Limited (No 6) [2011] FCA 1484

Ample Source International Limited v Bonython Metals Group Pty Limited; In the Matter of Bonython Metals Group Pty Limited (No 6) [2011] FCA 1484

The conduct of Bonython Metals Group Pty Ltd’s affairs by the majority shareholders and directors, particularly John Hillam, was found to be oppressive and commercially unfair to Ample Source International Limited, in breach of s 232(e) of the Corporations Act, justifying an order for winding up as the remedy under s 233.

Jurisdiction
Australia
Judgment Date
22 December 2011
Procedural Posture
Corporations – Shareholder Oppression Proceedings / Final Judgment and Orders Following Trial
Outcome
Bonython Metals Group Pty Limited ordered to be wound up; further orders to be determined.
Legal Topics
['shareholder Remedies' 'oppression' 'winding Up' 'board Governance' "directors' Duties" 'practice and Procedure – Reopening Case']
['corporations'] ['shareholder Remedies' 'oppression' 'winding Up' 'board Governance' "directors' Duties" 'practice and Procedure – Reopening Case']

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Procedural Posture

Corporations – Shareholder Oppression Proceedings / Final Judgment and Orders Following Trial

Legal Issues

  1. 1 ['Whether the conduct of Bonython Metals’ affairs was oppressive, unfairly prejudicial or discriminatory against Ample Source under s 232(e) of the Corporations Act' 'Whether breaches of duty by directors occurred' 'Whether related party loans and payments constituted breaches' 'Whether Ample Source was wrongly excluded from management' 'Appropriate remedy under s 233 of the Corporations Act' 'Construction and rectification of shareholders agreement – option provision']

Ratio Decidendi

The conduct of Bonython Metals Group Pty Ltd’s affairs by the majority shareholders and directors, particularly John Hillam, was found to be oppressive and commercially unfair to Ample Source International Limited, in breach of s 232(e) of the Corporations Act, justifying an order for winding up as the remedy under s 233.

Court Disposition

Bonython Metals Group Pty Limited ordered to be wound up; further orders to be determined.

Orders

  • ['The first defendant (Bonython Metals Group Pty Limited) be wound up.' 'The first, second and fourth defendants are to do all things necessary for the first defendant to issue ten fully paid ordinary shares to the plaintiff.' 'The cross-claim of the second defendant and fourth defendant is dismissed.' 'The...