The Food Improvers Pty Ltd v BGR Corporation Pty Ltd (No 6) [2007] FCA 1812

The Food Improvers Pty Ltd v BGR Corporation Pty Ltd (No 6) [2007] FCA 1812

Order 6 should not be varied as sought by Triad because it reflected a deliberate and integrated set of discretionary reliefs crafted to resolve oppression among shareholders and disputes about consultancy fees, and because to alter it in isolation would distort the intention and justice of the overall relief granted; there was no clerical mistake or accidental slip to correct.

Parties
First Applicant: The Food Improvers Pty Ltd (ACN 003 474 280); Second Applicant: John Stephen Bax; First Respondent: BGR Corporation Pty Ltd (ACN 059 820 807); Second Respondent: The Triad Health Products Group of Companies Pty Ltd (ACN 002 688 897); Third Respondent: Cordato Partners (Services) Pty Ltd (ACN 075 518 964); Fourth Respondent: Main Camp Holdings Pty Limited (ACN 061 573 804); Fifth Respondent: Main Camp Corporation Pty Ltd (ACN 054 989 516); Sixth Respondent: SNP Natural Products Pty Ltd (ACN 094 464 490); Seventh Respondent: Advanced Technology Research Pty Ltd (ACN 088 655 163); Eighth Respondent: Business & Research Management Limited (ACN 070 946 664)
Jurisdiction
Australia
Judgment Date
22 November 2007
Procedural Posture
Interlocutory Application / Post Judgment, Application to Vary Orders
Outcome
Triad's interlocutory application dismissed; time extended for leave to appeal application
Legal Topics
Oppression Remedy, Consultancy Fees, Variation of Orders, Distribution of Company Assets
Corporations Law Equity Oppression Remedy Consultancy Fees Variation of Orders Distribution of Company Assets

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 2 Authorities cited 6 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

The Food Improvers Pty Ltd (ACN 003 474 280)

First Applicant

John Stephen Bax

Second Applicant

BGR Corporation Pty Ltd (ACN 059 820 807)

First Respondent

The Triad Health Products Group of Companies Pty Ltd (ACN 002 688 897)

Second Respondent

Cordato Partners (Services) Pty Ltd (ACN 075 518 964)

Third Respondent

Main Camp Holdings Pty Limited (ACN 061 573 804)

Fourth Respondent

Main Camp Corporation Pty Ltd (ACN 054 989 516)

Fifth Respondent

SNP Natural Products Pty Ltd (ACN 094 464 490)

Sixth Respondent

Advanced Technology Research Pty Ltd (ACN 088 655 163)

Seventh Respondent

Business & Research Management Limited (ACN 070 946 664)

Eighth Respondent

Procedural Posture

Interlocutory Application / Post Judgment, Application to Vary Orders

Legal Issues

  1. 1 Whether order 6 made on 19 February 2007 should be varied as sought by Triad
  2. 2 Whether the variation sought would accurately reflect the Court’s objective intention and relief given for oppressive conduct

Ratio Decidendi

Order 6 should not be varied as sought by Triad because it reflected a deliberate and integrated set of discretionary reliefs crafted to resolve oppression among shareholders and disputes about consultancy fees, and because to alter it in isolation would distort the intention and justice of the overall relief granted; there was no clerical mistake or accidental slip to correct.

Court Disposition

Triad's interlocutory application dismissed; time extended for leave to appeal application

Orders

  • The interlocutory application filed on 12 October 2007 by the second defendant is dismissed.
  • The second defendant is to pay the plaintiffs' and the first defendant's costs of its interlocutory application.