Heydon v NRMA Limited

Judgment 1HIS HONOUR : This judgment concerns interest and costs. At relevant times the plaintiffs held 47.5 per cent of the issued shares in Contact 121 Pty Limited and Contact 121 (Qld) Pty Limited (together "the companies"). The first plaintiff was also a director of the companies. He was an employee until 20 February 2009 but was then dismissed. 2On 17 June 2009 the plaintiffs commenced proceedings for relief under s 233 of the Corporations Act 2001 (Cth) in respect of alleged oppression. Initially, the defendants were the companies and the other shareholders. The relief sought included a declaration that the companies' affairs had been conducted by the other defendants oppressively and orders for the winding-up of the companies, or for the purchase by the defendant shareholders of the plaintiffs' shares or for the purchase by the plaintiffs of the defendants' shares at the plaintiffs' election. 3On 7 September 2009 the proceedings against the companies were discontinued. Thus the remaining defendants are the other shareholders who at relevant times held between them 52.5 per cent of the issued shares. 4From at least February 2009 the plaintiffs and the remaining defendants were agreed that they should go their separate ways. Either the defendants should purchase the plaintiffs' shares or the plaintiffs should purchase the defendants' shares, or the companies should purchase the shares of the plaintiffs or the defendants. 5The parties were agreed that the price to be paid should be a pro-rata percentage of the value of the companies as determined by an independent valuation. But there were some sticking points, partly on matters of detail and partly on issues concerning who would purchase the shares. 6On 21 December 2009 orders were made by consent for the appointment of a valuer to value the companies. The terms of instructions to the valuer were agreed. The parties agreed to be bound by the valuation. The defendants agreed to purchase the plaintiffs' shares for a price that was 47.5 per cent of the determined value of the companies. 7The orders made on 21 December 2009 included the following: " The Court notes that: