BAM Property v Imoda [2019] FCA 1192

“You’re excluding me from the company, competing with the company, and taking money from the company?”

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3 brothers started an enterprise building houses on vacant land and selling them.

2 brothers, P and D, might be thought of as “active” taking a large stake; for our purposes Brother 3 was silent.

D removed P from the enterprise: appointing a general manager over P’s objection, excluding the P from meetings, moving the enterprise to a new location inconvenient to the P, changing the enterprise’s bank accounts to exclude P, unilaterally causing payments to be made to entities associated with him, and – perhaps incredibly – using funds from the enterprise to set up a new competing enterprise and retaining the profits from that: [42]

P sought a share sale: [44]

D’s conduct constituted oppression: [70], [74], and [84]

A share sale at fair value was appropriate: [88]

The valuation was to be undertaken on the basis of what the sale would have been if the oppression has never happened: [92] and [95]