Miao v I Need A Massage Pty Ltd [2019] FCA 1199

P and D agreed to cause a Co (“I Need A Massage Pty Limited”) to purchase a massage business.

P and D made equal contributions to the Co for expenses.

P and D’s relationship broke down. D excluded P from the business. D removed P as a director without P’s consent or proper authority: [39], [43]. D altered P’s shareholding on the share register – reducing it to nil – without P’s consent or proper authority: [39], [44]

D caused the Co to sell the business and retained the proceeds: [57]

P sought to wind up the Co on the basis of corporate oppression.

The Court found D’s conduct in removing P as a director without P’s consent, reducing P’s shareholding to nil, and preventing P from participating in the Co was commercially unfair: [52]

The next question: should the Court exercise its discretion to make the wind up order – an “extreme step”: [55]

There was no other remedy for P meaning a wind up order was made: [57], [58]