John Herbert McLachlan & 4 Ors v Christopher Stephen de Vere & 3 Ors [2006] NSWSC 959

John Herbert McLachlan & 4 Ors v Christopher Stephen de Vere & 3 Ors [2006] NSWSC 959

Leave is granted to the second plaintiff under s 237 of the Corporations Act 2001 (Cth) to bring proceedings on behalf of fifth plaintiff, as it is probable the company will not bring proceedings itself, second plaintiff is acting in good faith, and it is in the best interests of the company. Leave is also granted to first, third, and fourth plaintiffs to discontinue as they do not sue on joint causes of action. Amendments to the pleadings permitted. Orders made to protect SHQ’s interests regarding access to records, bank account signatories, and board meeting notices.

Jurisdiction
Australia
Judgment Date
26 September 2006
Procedural Posture
Oppression Suit / Application for Leave to Commence Derivative Action, Leave to Discontinue, Amendment of Pleadings, Interim Procedural Orders
Outcome
Leave granted for second plaintiff to bring proceedings on behalf of fifth plaintiff under s 237 Corporations Act; leave granted for first, third, and fourth plaintiffs to discontinue; leave granted to amend statement of claim; procedural and cost orders made.
Legal Topics
['derivative Proceedings' 'oppression Remedy' 'fiduciary Duty' 'statutory Duty' 'leave to Discontinue' 'amendment of Pleadings']
['corporations Law' 'practice and Procedure' 'equity'] ['derivative Proceedings' 'oppression Remedy' 'fiduciary Duty' 'statutory Duty' 'leave to Discontinue' 'amendment of Pleadings']

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Procedural Posture

Oppression Suit / Application for Leave to Commence Derivative Action, Leave to Discontinue, Amendment of Pleadings, Interim Procedural Orders

Legal Issues

  1. 1 ['Whether leave should be granted under s 237 Corporations Act 2001 (Cth) to second plaintiff to bring proceedings on behalf of fifth plaintiff' 'Whether first, third, and fourth plaintiffs should be granted leave to discontinue' 'Whether amendments to the pleadings should be permitted' 'Whether the second plaintiff is acting in good faith' 'Whether it is in the best interests of the company that leave be granted']

Ratio Decidendi

Leave is granted to the second plaintiff under s 237 of the Corporations Act 2001 (Cth) to bring proceedings on behalf of fifth plaintiff, as it is probable the company will not bring proceedings itself, second plaintiff is acting in good faith, and it is in the best interests of the company. Leave is also granted to first, third, and fourth plaintiffs to discontinue as they do not sue on joint causes of action. Amendments to the pleadings permitted. Orders made to protect SHQ’s interests regarding access to records, bank account signatories, and board meeting notices.

Court Disposition

Leave granted for second plaintiff to bring proceedings on behalf of fifth plaintiff under s 237 Corporations Act; leave granted for first, third, and fourth plaintiffs to discontinue; leave granted to amend statement of claim; procedural and cost orders made.

Orders

  • ['Leave be given to the first, third, and fourth plaintiffs to discontinue.' 'Leave granted pursuant to s 237 of the Corporations Act 2001 to the second plaintiff to bring proceedings on behalf of the fifth plaintiff.' 'Leave granted to file amended statement of claim.' 'Order that first and second defendants permit...