George Sassine -v- Ray & Sons Construction Pty Ltd [2012] NSWSC 539

George Sassine -v- Ray & Sons Construction Pty Ltd [2012] NSWSC 539

Where there is an admitted deadlock between shareholders and relief is necessary, if a buyout is sought the determination of net asset value is essential, and is appropriately undertaken by referral to a qualified referee under the rules.

Parties
Plaintiff: George Sassine; First Defendant: Ray & Sons Construction Pty Ltd; Second Defendant: Charlie Sassine; Fourth Defendant: John Sassine
Jurisdiction
Australia
Judgment Date
20 April 2012
Procedural Posture
Equity Corporations (oppression) / Interlocutory Order for Referral to Referee
Outcome
Order for referral to referee; hearing vacated; matter stood over for further directions; costs reserved
Legal Topics
Oppressive Conduct, Deadlock, Winding Up, Buy Out of Shares, Reference to Referee
Corporations Law Civil Procedure Oppressive Conduct Deadlock Winding Up Buy Out of Shares Reference to Referee

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Parties

George Sassine

Plaintiff

Ray & Sons Construction Pty Ltd

First Defendant

Charlie Sassine

Second Defendant

John Sassine

Fourth Defendant

Procedural Posture

Equity Corporations (oppression) / Interlocutory Order for Referral to Referee

Legal Issues

  1. 1 What is the appropriate relief where there is deadlock between company shareholders?
  2. 2 Should the company be wound up or should there be a buyout, and at what value?

Ratio Decidendi

Where there is an admitted deadlock between shareholders and relief is necessary, if a buyout is sought the determination of net asset value is essential, and is appropriately undertaken by referral to a qualified referee under the rules.

Court Disposition

Order for referral to referee; hearing vacated; matter stood over for further directions; costs reserved

Orders

  • Question of net asset value of the company referred to appropriately qualified forensic accountant for inquiry and report under Pt 20 of the Uniform Civil Procedure Rules 2005 (NSW)
  • Matter to be stood over to 27 April 2012 for directions and to finalise reference orders