The Court of Appeal held that while BRG's conduct in hindering the transfer of FPL's clients was both a breach of the CAR Agreement and oppressive under s 232 of the Corporations Act, FPL failed to establish quantifiable loss because its evidence assumed all 27 lost MDA clients were lost due to BRG's wrongful conduct — an assumption unsupported by findings and not a reasonable inference given that clients were autonomous actors free to make their own choices. The facilitation principle from Cessnock City Council assists a claimant in proof of loss where the defendant's breach creates uncertainty, but it does not relieve a claimant of the consequences of advancing a profoundly misleading case theory at trial that bore little resemblance to the facts as found; in such circumstances it is unreasonable to impose an evidential burden on the respondents to disentangle causation. The Court also held that 'baiting' by a minority shareholder does not negate a finding of oppression where the impugned conduct was fundamentally contrary to the parties' established arrangements about client ownership on departure, but a buy-out order is not warranted absent demonstrated quantifiable loss.
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