Anthony Skinner v Hal Data Services Pty Limited & ors [2000] NSWIRComm 230

Anthony Skinner v Hal Data Services Pty Limited & ors [2000] NSWIRComm 230

The court found that the arrangements allowing for dismissal of Mr Skinner as director without concurrent acquisition of his and Aidan’s shares at their fair value was unfair. It varied the shareholder agreements to require that in such events, the second to seventh respondents must jointly and severally pay 25% of HAL’s value (20% to Mr Skinner, 80% to Aidan) as at the commencement of the proceedings in exchange for the shares, with valuation by agreed independent valuer. Set off in the sum of $62,187.88 was allowed. Interest is payable from when the personal respondents became parties. The applicants are entitled to their costs after service of the amended summons.

Jurisdiction
Australia
Judgment Date
06 November 2000
Procedural Posture
Relief Under S 106 of the Industrial Relations Act 1996 / Supplementary Judgment; Post Trial
Outcome
Applicants successful in obtaining order for payment for their shares and costs.
Legal Topics
['remedies for Unfair Shareholder Arrangements' 'appointment of Valuer' 'shareholder Remedies' 'termination of Employment' 'costs']
['industrial Relations' 'corporate Law'] ['remedies for Unfair Shareholder Arrangements' 'appointment of Valuer' 'shareholder Remedies' 'termination of Employment' 'costs']

Case Brief

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Procedural Posture

Relief Under S 106 of the Industrial Relations Act 1996 / Supplementary Judgment; Post Trial

Legal Issues

  1. 1 ['Whether the arrangements between the parties were unfair to the applicants in permitting dismissal of a director without acquisition of their shareholding.' 'What remedy is appropriate to rectify unfairness in the shareholder arrangements on the removal of an applicant as director.' 'Entitlement to payment for shareholding upon removal as director and employment termination.' 'Appropriate valuation method and date for applicants’ shares.' 'Entitlement to costs.']

Ratio Decidendi

The court found that the arrangements allowing for dismissal of Mr Skinner as director without concurrent acquisition of his and Aidan’s shares at their fair value was unfair. It varied the shareholder agreements to require that in such events, the second to seventh respondents must jointly and severally pay 25% of HAL’s value (20% to Mr Skinner, 80% to Aidan) as at the commencement of the proceedings in exchange for the shares, with valuation by agreed independent valuer. Set off in the sum of $62,187.88 was allowed. Interest is payable from when the personal respondents became parties. The applicants are entitled to their costs after service of the amended summons.

Court Disposition

Applicants successful in obtaining order for payment for their shares and costs.

Orders

  • ['Terms of Shareholders agreement varied: on removal of Mr Skinner as director of HAL, the second to seventh respondents are jointly and severally liable to pay to Mr Skinner and Aidan 25% of the value of HAL (20% to Mr Skinner, 80% to Aidan).' 'Applicants to surrender their shares to respondents or nominees in...