Bessounian v Australian Wholesale Mortgages Pty Ltd [2007] NSWSC 35

Bessounian v Australian Wholesale Mortgages Pty Ltd [2007] NSWSC 35

The plaintiff was never a true partner in the initial business and acquired shareholding in the first defendant company only on the basis of future participation. Before the company commenced business, the relationship ended and the plaintiff did not contribute to or participate in the company's operations. The subsequent removal of the business from the first defendant was not commercially unfair to the plaintiff in the circumstances, and no oppression within s 232 was established.

Jurisdiction
Australia
Judgment Date
02 February 2007
Procedural Posture
Equity Proceedings for Order Under Corporations Act 2001 (cth) S 233 / Final Judgment After Full Hearing
Outcome
Proceedings dismissed
Legal Topics
['oppression Remedy' "members' Remedies" 'internal Disputes' 'company Law – Minority Shareholder Rights' 'shareholder Oppression' 'corporate Quasi Partnerships']
['corporations Law' 'equity'] ['oppression Remedy' "members' Remedies" 'internal Disputes' 'company Law – Minority Shareholder Rights' 'shareholder Oppression' 'corporate Quasi Partnerships']

Case Brief

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Procedural Posture

Equity Proceedings for Order Under Corporations Act 2001 (cth) S 233 / Final Judgment After Full Hearing

Legal Issues

  1. 1 ['Was the conduct of the affairs of the first defendant oppressive or unfair within the meaning of s 232 of the Corporations Act 2001 (Cth)?' "If so, is it appropriate to make an order that the second and third defendants buy the plaintiff's shares at a fair value?" "If so, what is the fair value of the plaintiff's shares?"]

Ratio Decidendi

The plaintiff was never a true partner in the initial business and acquired shareholding in the first defendant company only on the basis of future participation. Before the company commenced business, the relationship ended and the plaintiff did not contribute to or participate in the company's operations. The subsequent removal of the business from the first defendant was not commercially unfair to the plaintiff in the circumstances, and no oppression within s 232 was established.

Court Disposition

Proceedings dismissed

Orders

  • []