Welcome to today’s Chamberlains Selection, where we will discuss with James d’Apice on the matter of Miao v I Need A Massage Pty Ltd [2019] FCA 1199. We will talk about the break down of a business relationship due to oppressive behaviour.

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]