Tzavaras v Tzavaras & Sons Pty Ltd

[2023] NSWCA 168

NSW Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Oppressive conduct
3. › Conduct of company's affairs
4. › Trustee company
5. › Whether rent-free occupation of trust property by director's company for commercial purposes constituted oppression
6. › Whether drawdowns on joint shareholders' loan account constituted oppression
7. › Whether distribution of trust profits to related entity constituted oppression
8. › Corporations Act 2001 (Cth), ss 232, 233, 53
1. Corporations
2. › Oppressive conduct
3. › Remedies
4. › Whether winding up appropriate where other relief available
5. › Whether court should order buy-out of shares where interest in discretionary trust unable to be valued
6. › Least intrusive remedy principle
7. › Corporations Act 2001 (Cth), ss 233(1)(c), 233(1)(d), 461(1)(e)
1. Appeal
2. › Appeal from discretionary decision
3. › Refusal of leave to amend
4. › Whether error of kind in House v The King established
5. › Whether failure to plead or particularise interest in discretionary trust justified refusal of amendment

Quick Take

Allowing a director-beneficiary to occupy trust property rent-free for commercial purposes will likely constitute oppressive conduct, even if authorised by the trust deed, and the appropriate remedy is a regulatory order rather than winding up.