Skinner & anor v Hal Data Pty Ltd & ors [2000] NSWIRComm 130

Skinner & anor v Hal Data Pty Ltd & ors [2000] NSWIRComm 130

The shareholdings of the applicants were rendered valueless by unfair arrangements including non-declaration of dividends, withdrawal of shareholder loans, and exclusion from benefits. This conduct was oppressive and unfair. Given the quasi-partnership nature and equal contributions by joint venturers, the shares...

Source-derived case information.

Parties
Applicant: Anthony Philip Skinner; Applicant: Aidan Family Investments Pty Ltd; Respondent: Hal Data Services Pty Ltd; Respondent: Andrew John Grant; Respondent: Christopher Peter Dawson; Respondent: George James Matis; Respondent: Grant Family Investments Pty Ltd; Respondent: Dawson Family Investments Pty Ltd; Respondent: Matis Investments Pty Ltd
Jurisdiction
Australia
Judgment Date
27 July 2000
Procedural Posture
Application Under S 106 of the Industrial Relations Act 1996 / Judgment
Outcome
Decision in favour of applicants; form of orders to be determined after hearing parties.
Legal Topics
Unfairness in Company Arrangements, Payment in Lieu of Notice, Purchase of Minority Shares, Winding Up, Oppression of Minority Shareholders
Industrial Law Company Law Unfairness in Company Arrangements Payment in Lieu of Notice Purchase of Minority Shares Winding Up Oppression of Minority Shareholders

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Summary, issues, holding and outcome

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Parties

Anthony Philip Skinner

Applicant

Aidan Family Investments Pty Ltd

Applicant

Hal Data Services Pty Ltd

Respondent

Andrew John Grant

Respondent

Christopher Peter Dawson

Respondent

George James Matis

Respondent

Grant Family Investments Pty Ltd

Respondent

Dawson Family Investments Pty Ltd

Respondent

Matis Investments Pty Ltd

Respondent

Procedural Posture

Application Under S 106 of the Industrial Relations Act 1996 / Judgment

Legal Issues

  1. 1 Whether the applicants were treated unfairly in their dismissal and removal as director and in the arrangements affecting their shareholding
  2. 2 Whether relief should be withheld due to Mr Skinner's subsequent conduct
  3. 3 The proper basis for valuation of the applicants' shares—minority or otherwise

Ratio Decidendi

The shareholdings of the applicants were rendered valueless by unfair arrangements including non-declaration of dividends, withdrawal of shareholder loans, and exclusion from benefits. This conduct was oppressive and unfair. Given the quasi-partnership nature and equal contributions by joint venturers, the shares should not be valued on a minority basis but at 25% of the value of the company. Relief is warranted to ensure the applicants receive their fair share. Mr Skinner's subsequent conduct, while reprehensible, does not disentitle him to relief.

Court Disposition

Decision in favour of applicants; form of orders to be determined after hearing parties.

Orders

  • The contracts and arrangements to be varied to remedy the unfairness found and provide for acquisition of applicants' shares at a value equivalent to 25% of HAL.
  • If not agreed, parties to be heard as to the form of orders and as to costs.