The Court held that majority directors and shareholders of a closely held company formed on a cooperative basis committed oppression under s 232 of the Corporations Act by systematically excluding the minority director/shareholder from management, withholding dividends to apply financial pressure, and failing to offer to acquire the minority's shares at fair value. The Court found that even if the majority's concerns about the minority director's performance were justified, those concerns did not entitle them to unilaterally narrow the minority's role, dictate his responsibilities, or treat him as an employee subject to performance management. A receiver was appointed for the sale of shares as the appropriate remedy, rather than a buy-out order (where the majority lacked demonstrated capacity to fund the purchase) or winding up (which would destroy the going concern value of the business).
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