Welcome to today’s Chamberlains Selection, where we will discuss with James d’Apice on the matter of BAM v Imoda [2019] FCA 1192. We will talk about a dispute between brothers of a company due to the exclusion of one brother from meetings, big decisions and more.

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]