J & J Computing Services Pty Ltd v AKT Evolution Pty Ltd [2014] NSWSC 1597

J & J Computing Services Pty Ltd v AKT Evolution Pty Ltd [2014] NSWSC 1597

The shareholders agreement permits transfer of shares within the first five years provided the process in clause 7 is followed, including giving the right of first refusal to other shareholders. The plaintiff was offered this right and did not exercise it. Therefore, the fourth and fifth defendants are not restrained from selling their shares having complied with the agreement's requirements.

Jurisdiction
Australia
Judgment Date
11 November 2014
Procedural Posture
Interlocutory Application / Application for Interlocutory Relief Before Final Hearing
Outcome
Application for interlocutory relief dismissed
Legal Topics
['shareholders Agreement' 'interlocutory Injunctions' 'share Transfer Restrictions']
['contract'] ['shareholders Agreement' 'interlocutory Injunctions' 'share Transfer Restrictions']

Case Brief

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Procedural Posture

Interlocutory Application / Application for Interlocutory Relief Before Final Hearing

Legal Issues

  1. 1 ['Whether the fourth and fifth defendants are restrained from selling their company shares under the shareholders agreement' 'Proper construction of clause 7 of the shareholder agreement regarding transfer of shares within five years']

Ratio Decidendi

The shareholders agreement permits transfer of shares within the first five years provided the process in clause 7 is followed, including giving the right of first refusal to other shareholders. The plaintiff was offered this right and did not exercise it. Therefore, the fourth and fifth defendants are not restrained from selling their shares having complied with the agreement's requirements.

Court Disposition

Application for interlocutory relief dismissed

Orders

  • ["The plaintiff's application for interlocutory relief is dismissed." "The plaintiff is to pay the costs of the third, fourth and fifth defendants' costs of and incidental to the interim application." 'The third, fourth and fifth defendants are released from their undertaking to the Court provided on 31 October...