CORPORATIONS – application for relief under s 233 of the Corporations Act 2001(Cth) (Corporations Act) for claim of oppression of minority shareholders – intersection between contractual rights and fiduciary obligations – intersection between fiduciary obligations and statutory causes of action for oppression – where agency agreement appointed a company as marketing agent for the marketing and sale of export coal (Export Coal) to end users – where agency agreement permitted direct sale of Export Coal to the marketing agent under offtake agreement instead of providing marketing activities – whether no conflict rule and no profit rule under fiduciary duties precluded marketing agent from purchasing Export Coal under offtake agreement until it discharged its marketing obligations under agency agreement – whether impugned coal trading conduct by marketing agent and related rights issue constituted oppression – whether breach of fiduciary duty dependent on breach of contract – whether alternative implied term existed in agency agreement requiring marketing agent to offer “fair market price” for Export Coal purchased under offtake agreement – whether breaches of fiduciary duty and statutory directors duties are relevant to establishing oppression –– where no fiduciary found –– where no implied term as pleaded – where no oppression established – further amended originating process to be dismissed with costs
CORPORATIONS – identification of counterfactual and principles to assess fair value for relief pursuant to s 233 of the Corporations Act if oppression had otherwise been established
CORPORATIONS – application for breach of statutory directors’ duties under ss 180, 181 and 182 of the Corporations Act – where nominee director alleged to be in a position of conflict of interest – whether nominee director failed to disclose information to company in breach of statutory directors’ duties and equitable duties – whether nominee director improperly used his position to detriment of company – breach of statutory directors’ duties or equitable duties not established
CORPORATIONS – application for relief under s 233 of the Corporations Act 2001(Cth) (Corporations Act) for claim of oppression of minority shareholders – intersection between
