Jonsson, in the matter of Hooper Holdings Pty Ltd v Hooper Holdings Pty Ltd [2020] FCA 1870

Jonsson, in the matter of Hooper Holdings Pty Ltd v Hooper Holdings Pty Ltd [2020] FCA 1870

No order for discovery of legal adviser communications was warranted because Mrs Wendy Hooper had not partially disclosed advice, had sworn that she did not seek or receive advice about Article 33 at the relevant time, and her conduct was not inconsistent with maintaining privilege. No sufficient basis was made for broad discovery of market value documents or Mrs Hooper's financial status documents, particularly given her sworn financial disclosure and informal disclosure of a bank statement. Valuations of properties owned by David Hooper Investments Pty Ltd for the period 1 January 2018 to the date of orders were relevant to the value of shares and the just and equitable winding up...

Jurisdiction
Australia
Judgment Date
23 December 2020
Procedural Posture
Corporations Proceeding Concerning Discovery in an Application Relating to Winding Up on the Just and Equitable Ground / Interlocutory Application for Discovery
Outcome
Application dismissed in part and granted in part; costs reserved.
Legal Topics
['discovery of Documents' 'implied Waiver of Privilege' 'winding Up on Just and Equitable Ground' 'oppression or Unfair Prejudice Allegations' 'valuation of Shares and Company Property' 'oral Lease Documents']
['corporations' 'civil Procedure' 'legal Professional Privilege' 'bankruptcy'] ['discovery of Documents' 'implied Waiver of Privilege' 'winding Up on Just and Equitable Ground' 'oppression or Unfair Prejudice Allegations' 'valuation of Shares and Company Property' 'oral Lease Documents']

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Procedural Posture

Corporations Proceeding Concerning Discovery in an Application Relating to Winding Up on the Just and Equitable Ground / Interlocutory Application for Discovery

Legal Issues

  1. 1 ['Whether the respondents should give discovery of communications with legal advisers concerning Article 33 of the Articles of Association.' "Whether Mrs Wendy Hooper's affidavit evidence effected an implied waiver of privilege over legal advice." 'Whether discovery should be ordered for documents relating to the market value of the shares, including valuations of properties owned by David Hooper Investments Pty Ltd.' "Whether discovery should be ordered for documents concerning Mrs Wendy Hooper's financial status and capacity." 'Whether discovery should be ordered for documents relating to the lease of 889 Great Southern Highway, Woottating between David Hooper Investments Pty Ltd and Boyle Farms.']

Ratio Decidendi

No order for discovery of legal adviser communications was warranted because Mrs Wendy Hooper had not partially disclosed advice, had sworn that she did not seek or receive advice about Article 33 at the relevant time, and her conduct was not inconsistent with maintaining privilege. No sufficient basis was made for broad discovery of market value documents or Mrs Hooper's financial status documents, particularly given her sworn financial disclosure and informal disclosure of a bank statement. Valuations of properties owned by David Hooper Investments Pty Ltd for the period 1 January 2018 to the date of orders were relevant to the value of shares and the just and equitable winding up...

Court Disposition

Application dismissed in part and granted in part; costs reserved.

Orders

  • ["As to the documents described at paragraphs 1(a) and (c) of the applicant's interlocutory application filed on 19 November 2020, the application is dismissed." 'As to the documents described at paragraph 1(c) of the application, the respondents give discovery of any valuations of the properties owned by David...