In the matter of Eden Resort Hotel Pty Limited [2013] NSWSC 493

In the matter of Eden Resort Hotel Pty Limited [2013] NSWSC 493

The court found there was a serious question to be tried whether Mr Ruiz de Roxas had a legitimate expectation of participation in management that would be frustrated by his removal, and that damages would not be an adequate remedy. The balance of convenience favoured interlocutory relief restraining the moving or voting on the resolution until the matter could be further considered.

Parties
First Plaintiff/applicant: Heinrich Karl Michael Ruiz De Roxas; Second Plaintiff/applicant: HDR Hospitality Consulting International Pty Ltd; First Defendant/fourth Respondent: Eden Resort Hotel Pty Limited; Second Defendant/first Respondent: Lu Min Yong; Third Defendant: Dennis Low; Fourth Defendant: Stephen Velik; Second Respondent: Joytown Pty Limited; Third Respondent: Resort Planners Pty Limited
Jurisdiction
Australia
Judgment Date
24 April 2013
Procedural Posture
Interlocutory Application / Interlocutory Relief Hearing
Outcome
Interlocutory relief granted
Legal Topics
Management and Administration, Company Meetings, Interlocutory Injunction, Removal of Director, Oppression Provisions
Corporations Law Management and Administration Company Meetings Interlocutory Injunction Removal of Director Oppression Provisions

Case Brief

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Parties

Heinrich Karl Michael Ruiz De Roxas

First Plaintiff/applicant

HDR Hospitality Consulting International Pty Ltd

Second Plaintiff/applicant

Eden Resort Hotel Pty Limited

First Defendant/fourth Respondent

Lu Min Yong

Second Defendant/first Respondent

Dennis Low

Third Defendant

Stephen Velik

Fourth Defendant

Joytown Pty Limited

Second Respondent

Resort Planners Pty Limited

Third Respondent

Procedural Posture

Interlocutory Application / Interlocutory Relief Hearing

Legal Issues

  1. 1 Whether interlocutory injunction should be granted to restrain respondents from moving or voting on a resolution to remove a director at a company meeting
  2. 2 Whether a serious question to be tried exists regarding oppression or exclusion from management
  3. 3 Whether damages would be an adequate remedy

Ratio Decidendi

The court found there was a serious question to be tried whether Mr Ruiz de Roxas had a legitimate expectation of participation in management that would be frustrated by his removal, and that damages would not be an adequate remedy. The balance of convenience favoured interlocutory relief restraining the moving or voting on the resolution until the matter could be further considered.

Court Disposition

Interlocutory relief granted

Orders

  • Until 5pm on 6 May 2013, the first, second and third respondents are restrained from moving or causing to be moved the resolution proposed in the notice of meeting dated 2 April 2013.
  • Second and third respondents restrained from voting or purporting to vote in favour of the resolution.