The first plaintiff Peter Morrison holds 15%, and the second plaintiff Brendan Coyle also holds 15%, while the second defendant Paul Hinson holds 70%, of the issued capital in the first defendant company Austral Alloys Pty Ltd, which they acquired shortly after its incorporation as a shelf company on 8 January 1993, to operate a ferrous foundry producing bespoke castings for clients in the pumping, mining, refining and engineering industries. Mr Morrison, Mr Coyle and Mr Hinson are and have at all material times been the only directors of and shareholders in the company.
Since its establishment, the company has operated profitably and prosperously. Currently it employs about 20 employees, has a turnover in the order of $6 million per annum and appears to be expanding, has real property worth in the order of $5 million and cash reserves of $1 million, paid a dividend to its three shareholders in 2016 of $1 million, and is probably worth, in all, in the order of at least $7.5 million.
Mr Morrison, Mr Coyle and Mr Hinson had, before they became associated with the company, been fellow employees elsewhere; Mr Hinson was the supervisor of Mr Morrison and Mr Coyle. They acquired the company in order to acquire an existing foundry business in Brookvale, for which they paid some $150,000.
For some years, the three shareholders worked fulltime in the business: Mr Hinson as the office and business manager, Mr Morrison in production (his expertise was in patterns), and Mr Coyle in quality control (his expertise was in metallurgy).
Following a dispute about the operation of the articles of association, the three shareholders entered into an agreement in 1998, the relevant effect of which appears to be that all decisions requiring the authority of the board of directors must be made unanimously; and that all business at general meetings is to be regarded as special business, so as to require at least a 75% majority. The practical effect is that, although Mr Hinson holds 70% of the shares, he needs the support of at least one of the other two shareholders to carry a resolution as a special resolution at a general meeting. This arrangement presents some difficulties, but also some benefits. The difficulty, of course, is that it requires unanimity. The benefits are that despite Mr Hinson's majority, he cannot use it to, effectively, oppress the minority.
In about 2000, the company moved its place of business from Brookvale to Condell Park, where it acquired real property which it continues to hold. Since then Mr Hinson's role has contracted, and in more recent years he has been not at all engaged in day‑to‑day management. The company has continued to prosper, as the above summary of its current position indicates.
Mr Hinson is now 80 years of age; he is about 25 years older than Mr Morrison and Mr Coyle, who are in their mid‑50s. The directors are remunerated by a base salary, and Mr Morrison and Mr Coyle also receive a bonus of 10% of profits before tax. All three draw directors' fees of $15,000 per annum each. In 2000, prior to Mr Hinson's withdrawal from day‑to‑day management, the base salary of all three directors was $60,000. Concurrently with his stepping back, Mr Hinson took a reduction to $35,000. The base salary of each of Mr Morrison and Mr Coyle is currently $110,000.
Since Mr Hinson's withdrawal from day‑to‑day management, the plaintiffs have become increasingly discontented with their position. Although they point to other matters which have aggravated it, their fundamental grievance can be found in their originating affidavits. Mr Morrison (at [19]) refers to the last 16 years and having observed that, at the beginning of that period Mr Hinson, effectively, retired from the business, and continues:
In that same 16 year period the retained equity in the company has increased from about $690,000 to 5.8 million. Comparing the relatively efforts of all three of us, me, the second plaintiff and the second defendant, I would say that this increase in the position of the company has been down to the efforts of the second plaintiff and me rather than any consideration or effort by or on the part of the second defendant.
Mr Morrison then describes requests for a review of his salary and that of Mr Coyle and (from [24]) continues:
Since the general meeting in 1998 and the resultant directors' agreement, there has been what I would describe as an uneasy truce between us three directors. There has, however, always been an underlying discontent between me and the second plaintiff, on the one hand, and the second defendant on the other at the time disparity between the relative earnings of the three directors and the remuneration which the second defendant refuses to acknowledge as being an issue. I had been hopeful that the second defendant might come to change his mind and agree to a pay rise for me and second plaintiff.
However, that was not the case and the underlying discontent came to a head in about mid‑2015 when it became to me, from the conversations that were had between me, the second plaintiff and the second defendant at that time, principally about trying to get the second defendant to agree to an increase in remuneration for me and the second plaintiff, that the second defendant expected me and the second plaintiff to continue to work as we were on the same remuneration package.
This was the end for me and the second plaintiff. I finally decided from that time I no longer wanted to continue in business with the second defendant. I understand from conversations I have had with the second plaintiff that he is of the same view."
To similar effect, Mr Coyle, in his affidavit of 21 September 2016, said (at [9]):
I believe that the second defendant continues to take advantage of me and the first plaintiff. The first plaintiff and I put in incredible hours at work. I personally have worked seven days a week for several years, constantly dealing with new business attitudes and requirements. When the company was located at Brookvale it made probably 20 different metal types. The first plaintiff and I have repositioned the business in new market places where the company now makes hundreds of different metals in many new industries.
The company has, without any real or meaningful input from the second defendant, become very profitable over the years. The company's profitability has made it possible for the company to purchase two parcels of land. Further, as far as I am aware, the company is the only company in the Asia‑Pacific licensed to make casting for Exxon, all of this being achieved without any input from the second defendant.
The expansion and growth of the business has been solely been driven by me and the first plaintiff. However, the second defendant continues to benefit at the expense of me and the first plaintiff. I believe that the second defendant has been the major beneficiary of the first plaintiff's and my hard work over the years, particularly since about 2000.
Mr Morrison said that he agreed with the sentiments expressed in that paragraph by Mr Coyle.
As I have said, it seems to me that although there are other matters - and I will refer to some of them - which have aggravated the position, those paragraphs encapsulate the fundamental grievance that the plaintiffs have with the current arrangements concerning the company. Essentially, it boils down to the circumstance that they see themselves, justifiably, as having been responsible, through their undoubted efforts and contributions and very hard work over a sustained period of time, for a great expansion in the company, its business and its wealth, but they resent the circumstance that the wealth and benefit so generated are conferred as to 70% on the second defendant.
Superimposed on that grievance are additional grievances arising, in particular in the case of Mr Coyle, from an insult occasioned him by Mr Hinson at a meeting, and from the manner in which Mr Hinson treated an employee. And coupled with the underlying grievance is the circumstance that since the last remuneration increase in 2014, there has been no change to the plaintiffs' remuneration, notwithstanding a request from them that it be restructured so as to increase the fixed amount and reduce the commission in order to provide greater stability for them, particularly in times in which the company might be less profitable.
In addition, there are grievances that Mr Hinson procured a surreptitious increase in his own remuneration, to which the plaintiffs did not agree, by directing staff to pay him a 10% increase in mid‑2014; and that in a cross‑claim which he filed in these proceedings, Mr Hinson propounded serious allegations of mismanagement on their part of the affairs of the company, in the nature of oppression. However, that cross‑claim was brought after the plaintiffs had on 21 September 2016 filed their originating process in these proceedings, claiming an order that the company be wound up on the just and equitable ground. The cross‑claim filed by Mr Hinson on 7 December 2016 sought declarations that the plaintiffs had acted in a manner that was oppressive or contrary to the interests of the members as a whole, within the meaning of the (CTH) Corporations Act, s 232, and an order for the compulsory purchase of his shareholding by the plaintiffs. At the outset of the hearing it was announced that the cross‑claim was not pressed, a position which had been earlier communicated at least in pre-trial written submissions.
Essentially, the plaintiffs put their case for a winding up on the just and equitable ground on the basis that the second defendant has withdrawn from day‑to‑day management of the company and, to that extent, departed from the mutual arrangements and understandings of the parties at the time of incorporation; that they do not respect or trust the second defendant and do not wish to continue in business with him; that Mr Hinson's allegation in support of his oppression case, when it was pressed, demonstrates that there is a corresponding lack of trust and confidence on his part in the plaintiffs; that in discussions between the parties over the last year or so, it is evident that all of them recognise that the current situation is untenable and that, in the absence of any workable alternative, a winding up is really the only remaining resort; and that the situation is exacerbated by the shareholders agreement which imposes impediments to decision‑making within the company by requiring unanimity.
To encapsulate the plaintiffs' case at its highest, it seems to me to be that in a closely held company, founded upon the mutual confidence of the corporators, in circumstances where there is a practical restriction on the transferability of the plaintiffs' shareholding, that mutual confidence has broken down, one manifestation of which is the allegations of serious mismanagement contained in Mr Hinson's cross‑claim; and that they are being barely adequately remunerated for their considerable workload in management, while Mr Hinson has withdrawn from day‑to‑day management, yet while refusing a review of their remuneration Mr Hinson surreptitiously procured an increase in his own. The plaintiffs do not advance a case of oppression, but they say that in those circumstances they no longer wish to be involved with Mr Hinson in the company, and that it is just and equitable that they should be permitted to withdraw their capital.
Against that, Mr Hinson says that although his trust and confidence in the plaintiffs is diminished, it is not at the point that the company is unworkable; that he is prepared to tolerate the continuation of the present arrangements and to leave day‑to‑day management in the hands of the plaintiffs; that a liquidation would be detrimental to the interests of all, by eroding significant value from the company - particularly if there is a potential sale to a third party; and that, in those circumstances, the drastic remedy of winding up a solvent and successful company is unwarranted.
[3]
Principles
As Young J, as the later Chief Judge in Equity and Judge of Appeal then was, said in McWilliam v LJR McWilliam Estates Pty Ltd (at 707D): [1]
Where parties have entered into a joint stock company, they have agreed that their contribution to capital together with all the other contributions to capital that will be put in as part of the joint stock with which the company will trade, will remain in the company whilst its substratum is there until there is a winding up or at least a reduction of capital. Indeed, the same principle applies, even if there is an unincorporated joint venture: see, eg, Ngatoa v Ford (1990) 19 NSWLR 72.
However, it is well recognised that there are circumstances in which events might justify a party being permitted to withdraw its capital, and those are reflected in the just and equitable ground. The locus classicus is the speech of Lord Wilberforce in Ebrahimi v Westbourne Galleries Ltd, as follows: [2]
It would be impossible, and wholly undesirable, to define the circumstances in which these considerations may arise. Certainly the fact that a company is a small one, or a private company, is not enough. There are very many of these where the association is a purely commercial one, of which it can safely be said that the basis of association is adequately and exhaustively laid down in the articles. The superimposition of equitable considerations requires something more, which typically may include one, or probably more, of the following elements: (i) an association formed or continued on the basis of a personal relationship, involving mutual confidence - this element will often be found where a pre-existing partnership has been converted into a limited company; (ii) an agreement, or understanding, that all, or some (for there may be 'sleeping' members), of the shareholders shall participate in the conduct of the business; (iii) restriction on the transfer of the members' interest in the company - so that if confidence is lost, or one member is removed from management, he cannot take out his stake and go elsewhere.
It is these, and analogous, factors which may bring into play the just and equitable clause, and they do so directly, through the force of the words themselves. To refer, as so many of the cases do, to 'quasi-partnerships' or 'in substance partnerships' may be convenient but may also be confusing. It may be convenient because it is the law of partnership which has developed the conceptions of probity, good faith and mutual confidence, and the remedies where these are absent, which become relevant once such factors as I have mentioned are found to exist: the words 'just and equitable' sum these up in the law of partnership itself. And in many, but not necessarily all, cases there has been a pre-existing partnership the obligations of which it is reasonable to suppose continue to underlie the new company structure. But the expressions may be confusing if they obscure, or deny, the fact that the parties (possibly former partners) are now co-members in a company, who have accepted, in law, new obligations. A company, however small, however domestic, is a company not a partnership or even a quasi-partnership and it is through the just and equitable clause that obligations, common to partnership relations, may come in.
Some of those difficulties of characterisation were adverted to by Spigelman CJ in MMAL Rentals Pty Ltd v Bruning, [3] where his Honour, avoiding the "often misleading terminology of quasi‑partnership", described the relevant entity as "a majority controlled business requiring mutual cooperation and a level of trust".
In the present case, I accept that the company is one which essentially meets the requirements or qualifications referred to in Ebrahimi. First, it is an association formed and continued on the basis of a personal relationship involving mutual confidence. But it is not the most extreme of such cases: the underlying arrangements are commercial and not familial, and importantly, and from the outset, it was not an equal partnership, but one in which Mr Hinson held and was always to hold 70%.
Secondly, I accept that there was a mutual understanding that all the shareholders would participate in the conduct of the business. It was formed on the basis that each of them would bring their particular skills and abilities and contribute them and each was for some years a working director and remunerated as such. In other words, I accept that each of the directors had a legitimate expectation that they would have an ongoing role in the management of the corporation.
Thirdly, although shares in the company may be transferred, and although I do not give significant weight to the provision that a director may decline to register a transfer (because that discretion of the board is closely controlled by law), nonetheless, I accept that in a real practical sense there are restrictions on the transferability of the plaintiffs' shares. It is practically impossible to imagine that an arm's length third party investor would be interested in purchasing a 15% or 30% stake in this company and to remain in a minority position.
But as has been pointed out, Ebrahimi does not stand for the proposition that any breakdown or loss of confidence between incorporators necessarily provides a sufficient foundation for the winding up on the just and equitable ground. As Austin J said in Tomanovic v Argyle HQ Pty Ltd, [4] in a passage which, although his Honour's judgment on the oppression ground was overturned in the Court of Appeal, was accepted as stating the relevant principles, [5] there are two additional elements that must generally be satisfied: first, the breakdown must be of a nature and degree that materially frustrates the commercially viable and sensible operations of the company in accordance with the incorporators' expectations, and any loss of confidence must be justified; and secondly, there must generally be a restriction upon the transferability of the member's interest.
As I have indicated, I am content to accept for present purposes that the second of those requirements is satisfied. However, in expanding on the first, Austin J enunciated a number of instances in which it had been held that winding up on the just and equitable ground may be appropriate: first, where a working relationship predicated on mutual cooperation, trust and confidence has broken down such that the continuation of such an association would be a futility; [6] secondly, where there was no real prospect that the parties could work together sensibly to reach the necessary agreement to be able to conduct the company's business in the future, such that the company's operations in the future will not be able to be conducted in any commercially viable and sensible way; [7] thirdly, where there was a serious and operative state of mistrust and disharmony between incorporators; [8] fourthly, where the relationship between incorporators has completely broken down, such that the company would not continue to function meaningfully; [9] and fifthly, where the foundation of the whole agreement that was made that the incorporators would act as reasonable men with reasonable courtesy and reasonable conduct in every way towards each other and there has been a breakdown in communication. [10]
It is pertinent to refer in a little more detail to Khamo, in which Barrett J, as the later Judge of Appeal then was, said: [11]
The relationship between the plaintiff and the second defendant has suffered a form of irretrievable breakdown. There is mutual disillusionment and distrust. They communicate only through solicitors. They cannot even sign cheques to pay routine creditors without the intervention of the solicitors. The major client, Coles Myer understandably will not become involved in the internal dispute and is dissatisfied, not only with the uncertainties those disputes involve, but also with the standard of some of the work being done. The judgment of the Master of the Rolls, Lord Cozens‑Hardy in Re Yenidje Tobacco Company might almost have been written about this company and its principals. In that case, competing tobacco manufacturers had agreed to pool their resources through a corporate structure on the basis of equal shareholdings. They fell into dispute over whether an employee had been properly terminated. There was a determination of that issue which inflamed rather than settled the disputation. One party sued the other saying, in effect, that he did not bring to the joint venture what he had promised to bring. The parties were no longer on speaking terms. Communications they should have had with one another were routed through a third party.
After citing the judgment in Re Yenidje, his Honour continued at [27]:
Those observations apply here with equal force. There is deadlock, mutual distrust and a complete breakdown in communication and relationships which make the company unable to function in its current configuration. It is unnecessary to seek to apportion blame.
Again, that passage is important because of its culminating in the statement "which make the company unable to function in its current configuration". It will be observed that cheques could not even be signed without the intervention of solicitors, and that major clients were dissatisfied. Those features are not present in the present case.
A sixth instance given by Austin J was where there is a justifiable lack of confidence in the conduct and management of the company's affairs, and it is impossible for the partners to place that confidence in each other which each has the right to expect, and that such impossibility has not been caused by the person seeking to take advantage of it. However, as his Honour observed, unfounded lack of confidence should not of itself support a winding up; and mere disagreement is insufficient to ground a winding up order. [12]
As has been rightly submitted for the plaintiffs and accepted for the defendants, in applications for winding up on the just and equitable ground, although there are recognised categories in which cases typically fall, there is no absolute test, and each case must turn on its own facts. The fact that a case cannot be brought within a previous defined category does not mean that an application should necessarily fail, but past decisions provide a useful guide as to when the test will be satisfied. Ultimately, as it seems to me in this case, the question is whether there has been such a departure from or falsification of the basis on which the plaintiffs brought their capital to the company, that they should now be permitted to withdraw that capital.
[4]
Departure from or falsification of basis on which plaintiffs brought capital?
The first observation that has to be made is that, contrary to the usual case that one sees in this territory, the plaintiffs have not been excluded from management of the company. To the contrary, so far as day‑to‑day management is concerned, they have its day‑to‑day management; and so far as directorial management is concerned, they remain directors of the company. Moreover, because of the agreement that is in place, despite their minority status, they can prevent any resolution being carried at a general meeting.
Secondly, another feature which is typically present in these cases is absent, and that is that they are not being prevented from extracting benefit from the corporation: they are entitled not only to their salary and a bonus and directors' fee, but also to a dividend from the profits when declared. The fact is that a substantial dividend was declared in 2016, and there being cash reserves in the order of $1.5 million at the moment, there would seem to be ample capacity for further dividends.
Thirdly, although it is true that Mr Hinson has withdrawn from day‑to‑day management and no longer contributes his expertise or efforts on a daily basis, I cannot view that as being an unanticipated or unforeseeable departure from the basis upon which the company was established. It must have been self‑evident that he was 25 years older than the plaintiffs and would retire before they did. It cannot have been imagined that his shareholding would be given up or evaporate on his retirement. His withdrawal commenced at the age of 65 and has progressed to the present when he is 80.
Indeed the evidence reveals that, at least so far as the plaintiffs say, there is an agreement concerning their having a right of first refusal in respect of his shareholding in the event of his deciding to sell it, or upon his demise, which was negotiated specifically because it was anticipated that he would be the first to leave, one way or another. In that respect, I am afraid that I see nothing unfair or unreasonable in a sometime working partner or director and shareholder retiring from fulltime or daily involvement in management but remaining, as what would in another context be called a sleeping partner, with his capital still committed, though not working on a daily basis, and commensurately not drawing a salary (or drawing a reduced salary) on that account.
So far as the shareholders agreement is concerned, as I have foreshadowed, I acknowledge that it has the potential to be an impediment to decision‑making but, except in respect of the plaintiffs' remuneration - a point to which I shall return - it has not been shown in fact to have been an impediment to decision‑making. No instance of necessary decision-making, other than the request for a review of the plaintiffs' remuneration, has been shown to have been frustrated by it. In any event, if the shareholders agreement were used in such a way, then there would be remedies available to the plaintiffs under Corporations Act, s 233, to address such matters, far less drastic than winding up the company. As I have also foreshadowed, the shareholders agreement has its beneficial aspects for the plaintiffs, by effectively preventing the second defendant from using his majority to oppress them.
From the outset, a significant and, it seems to me, the underlying element of the plaintiffs' grievances, has been the failure to agree on a review of their remuneration. The reason the plaintiffs put forward for desiring a different remuneration structure are rational, but the reasons that are advanced in opposition to it are not irrational. As I understand it, Mr Hinson says that the extant structure has served the company as a whole very well, and he sees no reason to change it. I suspect that is because it incentivises the plaintiffs to work hard and maximise profits.
It has not been shown that the remuneration arrangements for the plaintiffs are unfair, although minds might well differ as to how adequate they are. If the plaintiffs are dissatisfied with their remuneration and are unable to negotiate a remuneration package more acceptable to them, then their remedy is that of every dissatisfied employee - namely, to give their employer notice and leave and find a better job elsewhere. If the plaintiffs were to do so, they would still retain their rights as shareholders and directors - including to a director's fee and to dividend - and if the company were to decline to distribute dividend for no good reason when it had ample resources to do so, then the plaintiffs would presumably have an oppression case. But their voluntary withdrawal from management, if they chose to cease to work there, would not of itself attract the Ebrahimi doctrine.
There has been no failure of the substratum, nor has the company's purpose ceased to be achievable. To the contrary, by all accounts it is trading effectively and profitably and expanding.
The mere fact that, given the right terms, the octogenarian majority shareholder would be willing to leave, does not mean that the view should be taken that everyone really wants to exit the company. In fact, the 70% majority shareholder - whose position and wishes are themselves significant considerations - opposes a winding up, and it is not difficult to understand why: the impact of a winding up order on the company would be to inflict on it a significant discount in terms of value on sale, as well as the very considerable costs of a liquidation. Much was sought to be made of the circumstance that winding up had, at some stage, been referred to as a last resort in a list of options, and the alternatives to it on the list had failed. But that overlooks that the continuation of the status quo is also an option, and may be preferable to the losses that would be involved by a winding up order.
There has admittedly been a loss of trust and confidence, but one has to look at the practical impact of that on the operation of the company. The plaintiffs may no longer have trust and confidence in Mr Hinson, but it has to be said that that does not appear to have been a feature of their case as originally formulated in their primary affidavits. In any event, Mr Hinson is not managing the company on a day‑to‑day basis, so the plaintiffs' trust and confidence in him is not an important practical consideration. If Mr Hinson complained that he had no trust and confidence in the plaintiffs as the day‑to‑day managers, that might be another matter, because they are in control of day‑to‑day management. But the situation implicit in Mr Hinson's position is that although he has admittedly lost some of his former trust and confidence in the plaintiffs, he is content to let them continue to manage the company on a day‑to‑day basis, while he remains monitoring it in the background. As the evidence demonstrates, he does not come to the premises and the parties have not conversed - in the case of Mr Coyle, for a couple of years and of Mr Morrison since early this year.
At one stage I was attracted by the proposition that, although the breakdown of the relationship itself was not enough because of the way this company worked, when one superimposed on that the second defendant's surreptitious obtaining for himself of a salary increase while denying one to the plaintiffs, and the allegations made in the cross‑claim, a situation was reached in which the plaintiffs should now be permitted to withdraw their capital.
However, as to the salary variation, on closer examination of the evidence, the position appears to be that in August 2014, the plaintiffs, as well as the second defendant, received a salary increase. It seems that the plaintiffs did not agree to the second defendant receiving such an increase, but it is not as if they were then denied one; it is the subsequent restructure of their remuneration package which has been resisted. That takes most of the sting out of my original concern about the salary variation.
As to the cross‑claim, had it been an initiating process which launched the proceedings, then there would have been a great deal to be said for the view that the plaintiffs could not thereafter be expected to hang around. However, it was a defensive cross‑claim, which did not envisage the plaintiffs departing the company but, if anything, envisaged them acquiring the second defendant's shareholding. And it was ultimately abandoned, before the hearing. At no stage in their affidavit evidence or oral evidence did the plaintiffs say that it was because they were so hurt and affronted by the cross‑claim that they could no longer work with Mr Hinson. Rather, their basis for that contention was founded on the rather different considerations of economic fairness to which I have earlier referred.
Thus, fundamentally, I am unable to accept that the mutual arrangements and understandings on which Austral Alloys was established have been falsified in a relevant way. The departure of Mr Hinson from day‑to‑day management is not a relevant falsification, and the remainder of the original assumptions - in particular, that the plaintiffs would be engaged in day‑to‑day management - remain on foot. The fact that they are unable to withdraw their capital does not prevent them from leaving their employment and obtaining employment elsewhere if they wish, while continuing to enjoy the benefits of being a shareholder in a profitable company - protected, as they would be, by the protections that the law affords minority shareholders. The fact that the second defendant may even be desirous of exiting at the right price and on his own terms, does not make it just and equitable that the plaintiffs should be permitted to do so through a just and equitable winding up.
The Court therefore orders that:
1. The originating process be dismissed;
2. The cross‑claim be dismissed;
3. The plaintiffs pay 80% of the second defendant's costs of the proceedings, including the cross‑claim.
[5]
Endnotes
(1990) 20 NSWLR 703.
[1973] AC 360.
[2004] NSWCA 451.
[2010] NSWSC 152 at [47] to [53].
Tomanovic v Global Mortgage Equity Corporation Pty Ltd [2011] 84 ACSR 121 at [289].
Accurate Financial Consultants Pty Ltd v Koko Black Pty Ltd (2008) 66 ACSR 325, quoted with approval in Nassar v Innovative Precasters Group Pty Ltd (2009) 71 ACSR 344 at [322]; Jankar v Dellmain [2009] NSWSC 766 at [81]‑[85].
Johnny Ocean Restaurant Pty Ltd v Page [2003] NSWSC 952 at [32].
McMillan v Toledo Enterprises International Pty Ltd (1995) 18 ACSR 603 at 619.
Malandris v Palmreef Pty Ltd (Federal Court of Australia, Mansfield J, 12 March 1997) at 5.
Re Yenidje Tobacco Company Limited [1916] 2 Ch 426, Khamo v Excel Cleaning Services Pty Ltd (2004) 51 ACSR 397 and Malos v Malos (2003) 44 ACSR 511.
Khamo v Excel Cleaning Services Pty Ltd (2004) 51 ACSR 397 at [26].
Carpenter v Carpenter Grazing Co Pty Ltd (1987) BC8701391 at 23-27.
[6]
Amendments
23 January 2018 - Correct typographic errors.
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Decision last updated: 23 January 2018