Ultimate Media Group v Adframe Australia [2005] NSWSC 633

Ultimate Media Group v Adframe Australia [2005] NSWSC 633

The interlocutory injunctions sought in paragraphs 7 to 11 were refused and dismissed because the defendants' undertakings adequately protected the plaintiff in relation to shares and director appointments, the plaintiff had not shown a serious question to be tried as to breach of clause 3.7 on the present pleading and evidence, and there was no evidence or substantial ground for fearing improper dealings with the first defendant's assets that would justify Mareva relief.

Jurisdiction
Australia
Judgment Date
22 June 2005
Procedural Posture
Supreme Court of New South Wales Equity Division Civil Proceedings Concerning Enforcement of a Share Sale Agreement / Amended Notice of Motion for Interlocutory Injunctions, Including Mareva Relief
Outcome
Paragraphs 7 to 11 of the amended notice of motion were dismissed on the basis of the defendants' undertakings; costs of both notices of motion were directed to be costs in the proceedings.
Legal Topics
['interlocutory Injunction' 'mareva Injunction' 'share Sale Agreement' 'specific Performance' 'directors of Company' 'restraint on Dealing With Assets and Shares']
['practice and Procedure' 'equity' 'contract' 'corporations'] ['interlocutory Injunction' 'mareva Injunction' 'share Sale Agreement' 'specific Performance' 'directors of Company' 'restraint on Dealing With Assets and Shares']

Case Brief

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Procedural Posture

Supreme Court of New South Wales Equity Division Civil Proceedings Concerning Enforcement of a Share Sale Agreement / Amended Notice of Motion for Interlocutory Injunctions, Including Mareva Relief

Legal Issues

  1. 1 ['Whether the second defendant should be restrained from dealing with assets of the first defendant outside the ordinary course of business.' "Whether the second defendant should be restrained from dealing with shares in the first defendant or issuing new shares without the plaintiff's consent." "Whether the second defendant should be restrained from appointing directors of the first defendant without the plaintiff's consent." "Whether the first defendant should be restrained from repaying gross wages and loan accounts above $5,000 per month without the plaintiff's consent or further order." "Whether the defendants' undertakings gave sufficient protection to the plaintiff pending final determination."]

Ratio Decidendi

The interlocutory injunctions sought in paragraphs 7 to 11 were refused and dismissed because the defendants' undertakings adequately protected the plaintiff in relation to shares and director appointments, the plaintiff had not shown a serious question to be tried as to breach of clause 3.7 on the present pleading and evidence, and there was no evidence or substantial ground for fearing improper dealings with the first defendant's assets that would justify Mareva relief.

Court Disposition

Paragraphs 7 to 11 of the amended notice of motion were dismissed on the basis of the defendants' undertakings; costs of both notices of motion were directed to be costs in the proceedings.

Orders

  • ["The Court noted the plaintiff's usual undertaking as to damages." "The Court noted the defendants' undertaking not to deal with, mortgage or encumber the balance of the 50 percent of the shares in the first defendant which the second defendant owns or controls until further order or final determination of the...