Phisci Pty Ltd v Green Frog Nominees Pty Ltd [2008] FCA 638

Phisci Pty Ltd v Green Frog Nominees Pty Ltd [2008] FCA 638

The Court granted interim injunctive relief restraining Green Frog from dealing with the disputed shares, finding the plaintiff had a reasonably strong case that it was misled as to the effect of the arrangement, and that damages would not be adequate due to the strategic importance and illiquidity of the shares. Leave was also granted pursuant to s 440D(1) of the Corporations Act 2001 (Cth) because the proceeding related to property of a company in administration, but only on condition that the plaintiff not take further steps without leave or consent, and adequate security was provided.

Jurisdiction
Australia
Judgment Date
07 May 2008
Procedural Posture
Application for Interlocutory Injunction / Interlocutory (injunction Pending Trial)
Outcome
Interlocutory injunction granted with conditions; leave granted to proceed against first defendant, subject to undertakings and security.
Legal Topics
['interlocutory Injunctions' 'share Ownership Dispute' 'misleading Conduct' 'security Interests' 'leave to Proceed Against Company in Administration']
['equity' 'corporations Law' 'commercial Law' 'practice and Procedure'] ['interlocutory Injunctions' 'share Ownership Dispute' 'misleading Conduct' 'security Interests' 'leave to Proceed Against Company in Administration']

Case Brief

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Procedural Posture

Application for Interlocutory Injunction / Interlocutory (injunction Pending Trial)

Legal Issues

  1. 1 ['Whether the plaintiff is entitled to interlocutory injunction restraining the disposition of disputed shares' 'Whether the plaintiff has an equitable interest in shares held by first defendant' 'Whether damages are an adequate remedy for plaintiff if injunction is refused' 'Whether plaintiff requires leave under s 440D(1) of Corporations Act 2001 (Cth) to proceed against a company in administration']

Ratio Decidendi

The Court granted interim injunctive relief restraining Green Frog from dealing with the disputed shares, finding the plaintiff had a reasonably strong case that it was misled as to the effect of the arrangement, and that damages would not be adequate due to the strategic importance and illiquidity of the shares. Leave was also granted pursuant to s 440D(1) of the Corporations Act 2001 (Cth) because the proceeding related to property of a company in administration, but only on condition that the plaintiff not take further steps without leave or consent, and adequate security was provided.

Court Disposition

Interlocutory injunction granted with conditions; leave granted to proceed against first defendant, subject to undertakings and security.

Orders

  • ['The plaintiff have leave to continue this proceeding against the first defendant.' 'Until the trial of the action or further order, the first defendant is restrained from transferring, selling, mortgaging, pledging, securing or otherwise dealing with 1,230,593 shares in Restaurant Brands New Zealand Ltd purchased...