Rimac & 1 Ors v Costa [2001] NSWSC 938

Rimac & 1 Ors v Costa [2001] NSWSC 938

On the Plaintiffs' own pleaded case, the Defendant was to receive remuneration equal to one-third of the net profit from the subdivision and sale of the Bargo land, and Satate Pty Limited was the vehicle for that profitable subdivision. The evidence also supported that the Defendant was correctly allocated a one-third shareholding. Accordingly, the Plaintiffs could not establish any entitlement to compensation or to the withheld liquidation monies, which were to be paid to the Defendant.

Jurisdiction
Australia
Judgment Date
16 October 2001
Procedural Posture
Equity Proceedings Concerning a Company Shareholding, Alleged Breach of Fiduciary Duty and Distribution of Liquidation Proceeds / Final Judgment After Hearing
Outcome
The Plaintiffs' proceedings were dismissed with costs, and the monies held back from the liquidation of Satate Pty Limited were ordered to be paid to the Defendant.
Legal Topics
['company Shareholding' 'fiduciary Duty' 'solicitor and Client' 'liquidation Surplus' 'pleadings' 'costs']
['corporations' 'equity'] ['company Shareholding' 'fiduciary Duty' 'solicitor and Client' 'liquidation Surplus' 'pleadings' 'costs']

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Procedural Posture

Equity Proceedings Concerning a Company Shareholding, Alleged Breach of Fiduciary Duty and Distribution of Liquidation Proceeds / Final Judgment After Hearing

Legal Issues

  1. 1 ['Whether the Defendant, acting as solicitor or in a legal capacity, failed to carry out instructions or breached fiduciary duty by causing shares in Satate Pty Limited to confer a one-third shareholding on himself.' "Whether, on the Plaintiffs' pleaded case, any compensation was payable for the alleged breach." 'How the monies held back from the liquidation of Satate Pty Limited should be distributed.']

Ratio Decidendi

On the Plaintiffs' own pleaded case, the Defendant was to receive remuneration equal to one-third of the net profit from the subdivision and sale of the Bargo land, and Satate Pty Limited was the vehicle for that profitable subdivision. The evidence also supported that the Defendant was correctly allocated a one-third shareholding. Accordingly, the Plaintiffs could not establish any entitlement to compensation or to the withheld liquidation monies, which were to be paid to the Defendant.

Court Disposition

The Plaintiffs' proceedings were dismissed with costs, and the monies held back from the liquidation of Satate Pty Limited were ordered to be paid to the Defendant.

Orders

  • ["The Plaintiffs' proceedings should be dismissed with costs on the basis that the First and Second Plaintiffs shall be liable for the said costs, in the case of the Second Plaintiff up to and including 9 October 2001 but not thereafter." 'So far only as the Second Plaintiff is concerned, the order in paragraph 1...