Jonsson, in the matter of Hooper Holdings Pty Ltd v Hooper Holdings Pty Ltd (No 2) [2022] FCA 664

Jonsson, in the matter of Hooper Holdings Pty Ltd v Hooper Holdings Pty Ltd (No 2) [2022] FCA 664

Although the merits were not determined, the trustee's position in calling on Mrs Wendy Hooper to pay a market-value price for the shares or face a winding up application was not reasonable because Article 33 almost certainly limited the price to no more than the par value of $619.00. The proceeding was dismissed...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
08 June 2022
Procedural Posture
Corporations Proceeding Seeking Winding Up on Just and Equitable Grounds or Oppression, With Remaining Issues as to Final Disposition and Costs / Final Disposition and Costs After the Parties Entered Into a Transaction Resolving the Substantive Controversy
Outcome
Proceeding dismissed; applicant ordered to pay 80% of the defendants' costs of and incidental to the proceeding.
Legal Topics
['costs Discretion' 'dismissal or Discontinuance' 'pre Emptive Share Transfer Rights' 'trustee in Bankruptcy' 'winding Up on Just and Equitable Grounds' 'oppression']
['costs' 'corporations' 'bankruptcy' 'civil Procedure'] ['costs Discretion' 'dismissal or Discontinuance' 'pre Emptive Share Transfer Rights' 'trustee in Bankruptcy' 'winding Up on Just and Equitable Grounds' 'oppression']

Source-derived case record

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Procedural Posture

Corporations Proceeding Seeking Winding Up on Just and Equitable Grounds or Oppression, With Remaining Issues as to Final Disposition and Costs / Final Disposition and Costs After the Parties Entered Into a Transaction Resolving the Substantive Controversy

Legal Issues

  1. 1 ['Whether the proceeding should be brought to an end by dismissal or by granting leave to discontinue.' 'Whether an order for costs should be made under s 43 of the Federal Court of Australia Act 1976 (Cth) where the substantive controversy was resolved without a determination on the merits.' 'Whether the trustee acted reasonably in relying on Article 33 to require payment based on a market value or face a winding up application.' 'Whether the trustee was entitled to invoke Article 33 before being registered as a member in respect of the shares.']

Ratio Decidendi

Although the merits were not determined, the trustee's position in calling on Mrs Wendy Hooper to pay a market-value price for the shares or face a winding up application was not reasonable because Article 33 almost certainly limited the price to no more than the par value of $619.00. The proceeding was dismissed and the trustee was ordered to pay 80% of the respondents' costs.

Court Disposition

Proceeding dismissed; applicant ordered to pay 80% of the defendants' costs of and incidental to the proceeding.

Orders

  • ['The proceeding is dismissed.' 'The applicant pay 80% of the costs of the defendants of and incidental to the proceeding.' 'Pursuant to s 23 and s 37P of the Federal Court of Australia Act 1976 (Cth), rule 1.32 and rule 1.36 of the Federal Court Rules 2011, these orders and the reasons for judgment in support of...