Jardein Pty Ltd, in the matter of All Colour Media Printing (Victoria) Pty Ltd v Stathakis [2007] FCA 29

Jardein Pty Ltd, in the matter of All Colour Media Printing (Victoria) Pty Ltd v Stathakis [2007] FCA 29

The court accepted that disputed expenses (collating, film, amenities) were genuine based on credible evidence. When those expenses are included, the company’s maintainable earnings are negligible, resulting in a share value of nil. Thus, the plaintiff’s share should be transferred for nominal consideration ($1.00).

Parties
Plaintiff: Jardein Pty Ltd; Defendant: Nick Stathakis
Jurisdiction
Australia
Judgment Date
29 January 2007
Procedural Posture
Corporations/oppression Application / Judgment After Objection to Valuation and Order for Share Transfer
Outcome
Plaintiff’s share to be transferred to the defendant for $1.00. Costs reserved. Written submissions on costs invited by a set date.
Legal Topics
Oppression Remedy, Share Valuation, Winding Up Alternatives
Corporations Law Oppression Remedy Share Valuation Winding Up Alternatives

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Parties

Jardein Pty Ltd

Plaintiff

Nick Stathakis

Defendant

Procedural Posture

Corporations/oppression Application / Judgment After Objection to Valuation and Order for Share Transfer

Legal Issues

  1. 1 Proper valuation of plaintiff’s share in All Colour Media Printing (Victoria) Pty Ltd
  2. 2 Whether certain expenses recorded in unofficial records were genuine and should be included in valuation

Ratio Decidendi

The court accepted that disputed expenses (collating, film, amenities) were genuine based on credible evidence. When those expenses are included, the company’s maintainable earnings are negligible, resulting in a share value of nil. Thus, the plaintiff’s share should be transferred for nominal consideration ($1.00).

Court Disposition

Plaintiff’s share to be transferred to the defendant for $1.00. Costs reserved. Written submissions on costs invited by a set date.

Orders

  • The plaintiff shall forthwith transfer to the defendant his share in the capital of All Colour Media Printing (Victoria) Pty Ltd for the price of $1.00, such price to be paid in exchange for the delivery of the duly executed transfer.
  • Reserve the costs of the application.