Stawiczny Family Trust Pty Ltd, in the matter of Global Maintenance Consulting Pty Ltd v Dunford [2009] FCA 1060

Stawiczny Family Trust Pty Ltd, in the matter of Global Maintenance Consulting Pty Ltd v Dunford [2009] FCA 1060

There is a serious question to be tried as to whether valid notice was given for the directors' meeting on 19 August 2009, whether that meeting was validly held, whether any effective resolutions were passed removing Mr Stawiczny from executive roles, and whether the proposed resolution to remove him as director is in breach of the Shareholders' Agreement. Balance of convenience favours interlocutory injunctive relief to preserve the status quo until trial.

Jurisdiction
Australia
Judgment Date
21 September 2009
Procedural Posture
Interlocutory Application in Ongoing Civil Proceeding / Interlocutory Relief, Reasons for Judgment
Outcome
Interlocutory injunctive relief granted pending trial; parties restrained from altering board, management or shareholdings, and from excluding Mr Stawiczny; general meeting to remove him as director restrained.
Legal Topics
['injunctions' "directors' Meetings" "shareholders' Agreement" 'oppression Remedy' 'company Constitutional Procedure']
['corporations Law' 'equity'] ['injunctions' "directors' Meetings" "shareholders' Agreement" 'oppression Remedy' 'company Constitutional Procedure']

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Procedural Posture

Interlocutory Application in Ongoing Civil Proceeding / Interlocutory Relief, Reasons for Judgment

Legal Issues

  1. 1 ["Whether there is a serious question to be tried as to the validity of a directors' meeting and resolutions on 19 August 2009" "Whether a proposed resolution to remove a director contravenes the Shareholders' Agreement" 'Whether injunctive relief should be granted pending trial']

Ratio Decidendi

There is a serious question to be tried as to whether valid notice was given for the directors' meeting on 19 August 2009, whether that meeting was validly held, whether any effective resolutions were passed removing Mr Stawiczny from executive roles, and whether the proposed resolution to remove him as director is in breach of the Shareholders' Agreement. Balance of convenience favours interlocutory injunctive relief to preserve the status quo until trial.

Court Disposition

Interlocutory injunctive relief granted pending trial; parties restrained from altering board, management or shareholdings, and from excluding Mr Stawiczny; general meeting to remove him as director restrained.

Orders

  • ['Plaintiff undertakes not to alter board, shareholdings or senior management pending trial or order.' 'Defendants restrained from denying Mr Stawiczny access to company premises, computer/email systems, and from treating the service contract as terminated, pending trial or order.' 'Company restrained from...