Malos v Malos [2003] NSWSC 118

Malos v Malos [2003] NSWSC 118

The court found that the complete breakdown in trust and ability to communicate between the two shareholders in this family investment company, coupled with the suspect nature of major transactions conducted without the knowledge or consent of both members, justified a winding up order on the just and equitable ground under s.461(1)(k) of the Corporations Act 2001 (Cth), regardless of opposition from one party.

Jurisdiction
Australia
Judgment Date
04 March 2003
Procedural Posture
Corporations Family Company Dispute / Hearing on Competing Applications: Plaintiff Seeking Orders to Convene Meeting and Replace Board; Defendant Seeking Winding Up Order
Outcome
Winding up order granted on the just and equitable ground upon the uncle's application; order for appointment of a liquidator to be made after further submissions.
Legal Topics
['oppressive Conduct' 'winding Up on Just and Equitable Ground' 'family Company Disputes']
['corporations Law' 'equity'] ['oppressive Conduct' 'winding Up on Just and Equitable Ground' 'family Company Disputes']

Case Brief

Summary, issues, holding and outcome

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Procedural Posture

Corporations Family Company Dispute / Hearing on Competing Applications: Plaintiff Seeking Orders to Convene Meeting and Replace Board; Defendant Seeking Winding Up Order

Legal Issues

  1. 1 ['Whether the conduct of the uncle as director was oppressive, unfairly prejudicial or discriminatory to the nephew under s.232 of the Corporations Act 2001 (Cth)' 'Whether the breakdown in trust and confidence between shareholders warrants the winding up of the company on the just and equitable ground under s.461(1)(k) of the Corporations Act 2001 (Cth)']

Ratio Decidendi

The court found that the complete breakdown in trust and ability to communicate between the two shareholders in this family investment company, coupled with the suspect nature of major transactions conducted without the knowledge or consent of both members, justified a winding up order on the just and equitable ground under s.461(1)(k) of the Corporations Act 2001 (Cth), regardless of opposition from one party.

Court Disposition

Winding up order granted on the just and equitable ground upon the uncle's application; order for appointment of a liquidator to be made after further submissions.

Orders

  • ['Order for winding up the company per s.461(1)(k) Corporations Act 2001 (Cth)' 'Proceedings stood over for submissions regarding the choice and consent of a liquidator per s.532(9)']