Joint v Stephens

(2008) 26 ACLC 1467; [2008] VSCA 210

Victorian Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Oppression
3. › Oppressive conduct of affairs of company
4. › Quasi-partnership
5. › Exclusion of minority shareholder from management
6. › Whether exclusion unfairly prejudicial
7. › Whether conduct of applicant rendered prejudicial conduct not unfair
8. › Objective commercial bystander test
9. › Corporations Act 2001 (Cth), ss 232, 233
1. Corporations
2. › Oppression
3. › Relief
4. › Compulsory purchase of minority shareholder's shares
5. › Appropriate date for valuation
6. › Whether date of application or date of order
7. › Corporations Act 2001 (Cth), s 233
1. Appeal
2. › Appellate review of findings of fact
3. › Inferences from uncontested facts and documentary evidence
4. › Whether trial judge's findings supported by objective evidence
5. › Fox v Percy (2003) 214 CLR 118 applied

Quick Take

In a quasi-partnership, a minority shareholder's negotiating conduct — including threats to leave the company and seeking investors to buy out the majority — does not justify the majority's exclusion of the minority from management, assessed by the objective commercial bystander standard. The appropriate date for valuation of shares in a compulsory purchase order is the date of institution of proceedings where the majority shareholder has had exclusive management since the exclusion and is responsible for the decline in value. An appellate court may reverse a trial judge's findings of fact where those findings are not supported by objective documentary evidence and known circumstances, even where the trial judge expressed a preference for one witness's credibility over another's.