Millar v Ropeload Pty Ltd [2020] FCA 725

Millar v Ropeload Pty Ltd [2020] FCA 725

The applicant failed to prove to the reasonable satisfaction of the Court that any of the pleaded representations were made. Representations (c) and (d) were not pursued, and the evidence relied on did not establish representations (a), (b), (e) or (f) as pleaded. Because the pleaded representations were not established, the applicant's claims for cancellation, rectification or damages failed. Ropeload's oppression cross-claim also failed because the evidence did not establish oppressive conduct: the non-payment of dividends was supported by unchallenged business reasons, no submission or contrary evidence supported the salary complaint, the alleged threat to wind up was not pursued in...

Jurisdiction
Australia
Judgment Date
28 May 2020
Procedural Posture
Corporations Application for Cancellation of Shares, Rectification of Share Register or Damages; Cross Claim Alleging Oppression / Judgment After Hearing
Outcome
The applicant's application was dismissed and Ropeload's cross-claim was dismissed.
Legal Topics
['cancellation of Shares' 'rectification of Share Register' 'misleading or Deceptive Conduct' 'representations as to Future Matters' 'oppression Cross Claim' 'dividends' 'winding Up']
['corporations' 'consumer Protection' 'equity'] ['cancellation of Shares' 'rectification of Share Register' 'misleading or Deceptive Conduct' 'representations as to Future Matters' 'oppression Cross Claim' 'dividends' 'winding Up']

Case Brief

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Procedural Posture

Corporations Application for Cancellation of Shares, Rectification of Share Register or Damages; Cross Claim Alleging Oppression / Judgment After Hearing

Legal Issues

  1. 1 ['Whether the applicant proved the pleaded representations allegedly made by Mr Corvetti.' "Whether any pleaded misleading or deceptive conduct justified cancellation of shares, rectification of MHH's share register, or damages." 'Whether Ropeload established oppression based on non-payment of dividends, alleged overpayment of salary, a threat to wind up, and the bringing of the proceeding.']

Ratio Decidendi

The applicant failed to prove to the reasonable satisfaction of the Court that any of the pleaded representations were made. Representations (c) and (d) were not pursued, and the evidence relied on did not establish representations (a), (b), (e) or (f) as pleaded. Because the pleaded representations were not established, the applicant's claims for cancellation, rectification or damages failed. Ropeload's oppression cross-claim also failed because the evidence did not establish oppressive conduct: the non-payment of dividends was supported by unchallenged business reasons, no submission or contrary evidence supported the salary complaint, the alleged threat to wind up was not pursued in...

Court Disposition

The applicant's application was dismissed and Ropeload's cross-claim was dismissed.

Orders

  • ["The applicant's application be dismissed." "The first respondent's cross-claim be dismissed." 'The parties file and serve outlines of submission on costs not exceeding 5 pages within 7 days.']