In the matter of SRD Property Pty Limited [2023] NSWSC 441

In the matter of SRD Property Pty Limited [2023] NSWSC 441

Failure of Mr and Mrs Oncu to contribute to the companies' expenses and cooperate with Mr Ates in realising assets after breakdown of relationship constitutes oppression under s 232 of the Corporations Act; remedy by compulsory buyout of shares is preferable to winding up, given circumstances and agreement between parties that share values are nil; winding up is not ordered as a buyout addresses ongoing and creditor considerations. Loan claims against Mr Oncu personally are not made out.

Parties
Plaintiff: Necati Ates; First Defendant: Ravbun Oncu; Second Defendant: Meral Oncu; Third Defendant: SRD Property Pty Ltd; Fourth Defendant: NRB Property Group Pty Ltd; Fifth Defendant: MED Apartments Pty LTD
Jurisdiction
Australia
Judgment Date
26 April 2023
Procedural Posture
Corporations – Oppression Application / Principal Judgment and Orders
Outcome
Buyout orders made, companies not wound up; debt claim against first defendant dismissed; costs reserved.
Legal Topics
Oppression, Shareholder Remedies, Company Winding Up, Compulsory Buyout, Director Loans, Quasi Partnership, Commercial Unfairness, Valuation of Shares
Corporations Equity Oppression Shareholder Remedies Company Winding Up Compulsory Buyout Director Loans Quasi Partnership +2 more

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Parties

Necati Ates

Plaintiff

Ravbun Oncu

First Defendant

Meral Oncu

Second Defendant

SRD Property Pty Ltd

Third Defendant

NRB Property Group Pty Ltd

Fourth Defendant

MED Apartments Pty LTD

Fifth Defendant

Procedural Posture

Corporations – Oppression Application / Principal Judgment and Orders

Legal Issues

  1. 1 Whether conduct of company affairs was oppressive, unfairly prejudicial or unfairly discriminatory
  2. 2 Whether relief in the form of compulsory buyout or winding up is appropriate
  3. 3 Whether loans/contributions between parties constitute loans or capital contributions

Ratio Decidendi

Failure of Mr and Mrs Oncu to contribute to the companies' expenses and cooperate with Mr Ates in realising assets after breakdown of relationship constitutes oppression under s 232 of the Corporations Act; remedy by compulsory buyout of shares is preferable to winding up, given circumstances and agreement between parties that share values are nil; winding up is not ordered as a buyout addresses ongoing and creditor considerations. Loan claims against Mr Oncu personally are not made out.

Court Disposition

Buyout orders made, companies not wound up; debt claim against first defendant dismissed; costs reserved.

Orders

  • Declarations as to indebtedness and share value for SRD, NRB, MED (nil shares; SRD owes $2,414,033 and NRB owes $710,000 to second defendant)
  • Plaintiff to pay $3,499,033 into court by 3 May 2023 (amounts covering director loans to second defendant and security for first defendant's guarantee liability)