Corporate Law: Remedies for Oppression and Unfair Discrimination

Running head: CORPORATE LAW
CORPORATE LAW
Name of the Student:
Name of the University:
Author Note:

1CORPORATE LAW
The issues involved in the given case is that whether the youngest brother Tim is eligible
to any equitable or statutory remedies if he institutes a case against his 4 brothers in the court in
his present situation. The instant case is about a private company “the Grumpy Grande PTY Ltd”
(TGG). The company was established by 5 Brown Brothers in 2010. Initially the business was
super hit and successful. The Brown have entrusted themselves with equal rights and liabilities in
making any decision for the company. They also share the profit equally. Though the company
was doing good in early days of its formation, later on mainly after few years the business was
doing good. This affected the relationship among the brothers also. Tim, the youngest brother
wanted to leave the business as it was not doing good. The moment the four came to know this
that Tim had a plan to quit their business, they began to oppress him and was even planning to
take away the shares belonging to Tim without giving him actual payment. Tim was under
constant oppression and bullying from his brothers. They were blocking Tim’s business ideas by
using their majority vote. They even attempted to sell the valuable assets of the company at the
cost price to themselves though Tim protested against it.
It was given by Section 232 of the act that a court can order as per sec 233 if it appears to
the court that the operation of the company’s affairs, or any actual or proposed act its or omission
by the company or on behalf of it, or any present resolution or a future resolution of a single
member or by a group of members, is found to be oppressing to, or unfair or prejudicial to or any
unfair discrimination is found against any member in that particular or any other capacity. This
section is also applicable to anyone to whom the company transferred his shares by will or by
law and such person is regarded as the member of the company as seen in the case of Fexuto Pty
Ltd v Bosnjak Holdings Pty Ltd [2001] NSWCA 97; (2001) 37 ACSR 672; 19 ACLC 856.

2CORPORATE LAW
Under the provisions of section 233, the court is having an authority to give order which
it considers perfect for a given company. It was held it Re Optimisation Australia Pty Ltd [2018]
NSWSC 31 case also. It can make the following orders. It can give order to wind the company.
Court can even pass order to modify or repeal the existing constitution of the company as given
in Campbell v Backoffice Investments Pty Ltd [2008] NSWCA 95; (2008) 66 ACSR 359. Orders
regulating the affairs of the company can also be made. It can also make order for purchasing
members’ shares of company or any person to whom the share is transferred by will or by law.
This was found in Gamlestaden v Baltic Partners Ltd [2007] 4 All ER 164 at 172. The court may
order to institute, prosecute, discontinue or defend any particular proceedings. The order to
appoint a receiver or manager or both for the concerned property of the company can be given if
the court feels it is needed. The court can even make order to restrain any person from getting
involved in a particular conduct or from committing a particular act as seen in the LPD Holdings
(Aus) Pty Ltd v Phillips [2013] QSC 225. By order, it may require any person to do a particular
job. The court even can give orders for the purchasing of share after reducing the share capital of
the company as observed in Atlasview Ltd v Brightview Ltd [2004] 2 BCLC 191.
The court makes an order that a company to be wound a per this section, the provisions of
law in relation to winding up of a company will be applied such that the order was made under
section 461 of the said act and with the charges that are required and necessary for this purpose.
This can be found out in the case of Maher v Honeysett and Maher Electrical Contractors Pty Ltd
[2005] NSWSC 859 at [29].
In addition to this, when the court makes order for altering the constitution, such that any
order made as per this section 233, that modifies or repeals the constitution of the company or
requires the company to adopt a constitution, then the company will not have any authority or