Welcome to today’s Chamberlains Selection, where we will discuss with James d’Apice on the matter of Barjeba v Bogg  WASC 195. We will talk about an alleged shareholder who sought an immediate injunction to stop a company declaring a dividend or reducing its share capital.
An alleged shareholder, P, sought an immediate injunction to stop a Co declaring a dividend or reducing its share capital:  P’s alleged status a shareholder, P said, gave rise to an entitlement to $700K in dividends. Failure to pay those dividends was a breach of the Co’s constitution – which was, P said, a breach of duty and oppressive:  In the substantive claim, P was seeking orders requiring the Ds to purchase P’s shares:  The Court was satisfied there was a serious question (whether P was indeed a shareholder in the Co) to be tried: ,  However, The Court rejected P’s argument that damages would not be adequate compensation, a necessary step to get an interlocutory injunction.
In the substantive claim, P was seeking was a declaration that it owned shares and an order that the Ds buy those shares i.e. P wanted money. Clearly P considered the payment of money to be adequate:  The Court characterised the relief as a “freezing order” in essence. As the planned dividend would not see the Co divesting itself of a unique, irrecoverable asset the balance of convenience did not favour the making of an injunction:  P’s application failed. Costs followed:  Please join me to discuss this interesting decision.