Trafalgar West Investments Pty Ltd v Superior Lawns Australia Pty Ltd [No 2]

[2012] WASC 169

Supreme Court of Western Australia

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Interrogate

Catchwords

1. Corporations
2. › Oppression
3. › Standing
4. › Member at time of commencement of proceedings
5. › Whether equitable ownership confers standing
6. › Whether former member may maintain action
7. › Corporations Act 2001 (Cth), ss 231, 232, 233, 234
1. Corporations
2. › Oppression
3. › Substitution of plaintiff
4. › Whether new trustee and subsequent shareholder may be substituted for original corporate plaintiff
5. › Rules of the Supreme Court 1971 (WA), O 18 r 7(2)
1. Practice and Procedure
2. › Parties
3. › Joinder of plaintiff
4. › Conflict of interest
5. › Whether person with conflict of interest with existing plaintiff should be joined as co-plaintiff
1. Practice and Procedure
2. › Corporate litigants
3. › Legal representation
4. › Whether manoeuvres to circumvent requirement for corporate legal representation should be permitted
5. › Rules of the Supreme Court 1971 (WA), O 4 r 3(2)

Quick Take

Standing to bring a statutory oppression action under s 234 of the Corporations Act 2001 (Cth) requires registered membership at the time proceedings are commenced; equitable ownership through a trust is insufficient. A member who divests its shareholding after commencement cannot maintain the action unless within the former member exceptions in s 234. A person who acquires shares after commencement does not have standing to be substituted as plaintiff in existing proceedings but may commence fresh proceedings in their own right.