Alborn & Ors v Stephens & Ors

[2012] QCA 176

Queensland Court of Appeal

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Corporations
2. › Oppression
3. › Share issue to fund litigation
4. › Whether use of company funds to litigate company's own claims constitutes oppressive conduct
5. › Whether evidence sufficient to establish funds applied to non-corporate purposes
6. › Corporations Act 2001 (Cth), s 233
1. Equity
2. › Fiduciary duties
3. › Account of profits
4. › Assessment of profit from breach of fiduciary duty
5. › Reasonable approximation
6. › Whether increase in business value attributable to efforts of fiduciary or other factors
1. Equity
2. › Account of profits
3. › Period of accounting
4. › Whether account should extend beyond date of judgment to date account is taken or earlier disposition
1. Contract
2. › Terms of agreement
3. › Whether agreement included term requiring transfer of beneficial interest in shares
4. › Sufficiency of evidence
5. › Unilateral correspondence

Quick Take

A share issue to fund litigation on behalf of a company, without evidence that the funds were applied to non-corporate purposes, is not capable of amounting to oppressive conduct under s 233 of the Corporations Act 2001 (Cth). Where a business is held on trust and operated by another party, the beneficial owner's entitlement should be assessed at the date of account (or earlier sale), not at the date the other party took over, with allowance for any contribution to value attributable to the other party's skill and expertise. An account of profits should extend to the date the account is taken or earlier disposition, not be artificially limited to the date of judgment.