Shareholder oppression proceedings in the Supreme Court of Victoria including a claim for wrongful termination (with Ian Upjohn KC and Siobhan Kelly).
CONTRACTS – General contractual principles – Construction and interpretation of contracts – Whether ambiguity required for admission of extrinsic materials – Effect of shareholders agreement on employment agreement. CONTRACTS – Employment agreement – Discharge and breach – Termination of employee or director at common law – Whether termination clause ousts right of termination at common law. CONTRACTS – Employment agreement – Discharge and breach – Repudiation – Whether dismissal was wrongful – Whether wrongful dismissal is repudiation of employment agreement – Whether acceptance of repudiation is effective. EQUITY – Fiduciary obligations – Nature of fiduciary relationship – Consistency with employment agreement – Whether prescriptive equitable duties available – Diversion of principal’s resources – Whether knowledge of extraneous activities is informed consent. EMPLOYMENT LAW – Contract of service – Long service leave entitlements – Long Service Leave Act 1992 (Vic), s 72. STATUTORY OPPRESSION – Oppressive, unfairly prejudicial or unfairly discriminatory conduct towards member – Standing of minority shareholder – Manipulation of books and records – Legitimate expectation of involvement in management and operations – Divestment of assets and profit shifting – Adoption of new marketing strategies – Whether claim is defeated by ‘unfairness’ of the applicants’ conduct – Corporations Act 2001 (Cth), s 232. STATUTORY OPPRESSION – Remedies for oppressive conduct – Order for the purchase of shares – Corporations Act 2001 (Cth), s 233. CONTRACTS – Remedies – Specific performance – Order enforcing the terms of an option – Damages.
