McMillan, Kevin Campbell v Toledo Enterprises International Pty Ltd [1995] FCA 911

McMillan, Kevin Campbell v Toledo Enterprises International Pty Ltd [1995] FCA 911

There was a serious question to be tried regarding both unfair conduct under s 260 and the just and equitable ground under s 461(k). The applicant was excluded from management, denied information and access to books, and faced potential dilution of his interests, amounting to unfair conduct and breakdown of trust. The balance of convenience favoured the appointment of a receiver and manager to protect the company’s valuable contract rather than a provisional liquidator.

Jurisdiction
Australia
Judgment Date
15 November 1995
Procedural Posture
Corporations – Interlocutory Application / Interlocutory Application for Appointment of Receiver and Manager
Outcome
Interlocutory appointment of a receiver and manager granted; relief under s 260 and s 461(k) satisfied.
Legal Topics
['oppression of Minority Shareholders' 'appointment of Receiver and Manager' 'provisional Liquidation' 'unfair Conduct in Company Affairs' 'just and Equitable Winding Up']
['corporations Law'] ['oppression of Minority Shareholders' 'appointment of Receiver and Manager' 'provisional Liquidation' 'unfair Conduct in Company Affairs' 'just and Equitable Winding Up']

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Procedural Posture

Corporations – Interlocutory Application / Interlocutory Application for Appointment of Receiver and Manager

Legal Issues

  1. 1 ['Whether the affairs of the company were conducted unfairly under s 260 Corporations Law' 'Whether it was just and equitable to appoint a provisional liquidator under s 461(k) Corporations Law' 'Appropriate relief (receiver and manager versus provisional liquidator) for a potentially profitable contract']

Ratio Decidendi

There was a serious question to be tried regarding both unfair conduct under s 260 and the just and equitable ground under s 461(k). The applicant was excluded from management, denied information and access to books, and faced potential dilution of his interests, amounting to unfair conduct and breakdown of trust. The balance of convenience favoured the appointment of a receiver and manager to protect the company’s valuable contract rather than a provisional liquidator.

Court Disposition

Interlocutory appointment of a receiver and manager granted; relief under s 260 and s 461(k) satisfied.

Orders

  • ['A receiver and manager is appointed on an interlocutory basis over the assets and business of Toledo Enterprises International Pty Ltd.']