The case involved disputes over the transfer of shares within a company, with allegations including breach of contract, inducement of breach of contract, unlawful interference with economic relations, unjust enrichment, and oppression under the Business Corporations Act (BCA).
The Plaintiffs, Ferguson and others, claimed that the processes for share disposition were not followed correctly, alleging actions by the Defendants (Mapleguard Apartments Ltd., the Davidges, and others involved in the management and share transfer decisions) were oppressive and unfairly prejudicial.
The court examined the claims within the framework of the company's articles, shareholder agreements, and applicable statutory provisions, focusing on the interpretation of rights of first refusal (ROFR), consent transfer provisions, and directors' discretion in share transfers.
Outcome:
All claims in the action and the petition were dismissed. The court found no evidence of breach of contract, inducement of breach, unlawful interference, unjust enrichment, or oppression as claimed by the Plaintiffs.
The court's decision emphasized the validity of the consent transfer provisions used and the discretion afforded to directors, concluding that the actions taken were within the bounds of the company's articles and not prejudicial or oppressive towards the Plaintiffs.
Costs:
The Defendants, the Davidges and Mapleguard, were entitled to their costs of both the action and the petition, to be assessed on the ordinary scale. Financial terms were not specified.
