ACN 607 358 887 Pty Limited (Carzapp) [2019] NSWSC 1561

“The company acted unfairly! But I don’t know what I want the Court to do about it…”  

A board dispute arose. The issues raised were complex.  

They revolved around an app to be used by car dealers, and the sale of the IP in that app.   

The app was developed by a company with three directors, each of whom were also shareholders.  

One director was “virtually impossible to work with”: [232] The other two secured a sale of the company’s IP in the app for $2M as compared to a book value of $300K: [128]  

The “virtually impossible” director sued claiming the conduct of the other two was oppressive.  

A big problem was: the plaintiff was unclear about he wanted.   

He didn’t dispute the share sale: [236] He agreed the company ought to be wound up: [194] - [196]  

The Court was satisfied that the conduct was not commercially unfair or, if it was, it would decline to exercise its discretion to order a remedy: [240]  

The difficult director, having caused the breakdown of the relationships, was found to be the author of his own misfortune: [235]