VIC Breach of Company Directors Duties?

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19 October 2018

In dispute with the other shareholder of a pty ltd company (we're both company directors). They made serious misrepresentations and false promises to convince me to leave my original business and create one with them. They've caused irreparable public damage to the brand with their actions (and are in trouble with ASIC over matters relating to various breaches in financial services within their own separate business).

The company owes nothing but wages and super to me as the only person who actually is employed by the business. Needless to say my income since the damage has dropped to a 1/3 of what is was. The business has been independently valued (and valuation accepted by both parties formally in writing) as being worth a little less than what I am owed in employee entitlements.

They want a large sum of money to resign and sell their shares, and they're preventing re-branding so I can rebuild the business and earn. I can't earn enough of an income to feed my three children or afford the roof over my head beyond December on the current course.

If I leave and start a new business, there are approx 75-85% of the clients who are loyal to me and will follow (also the business will cease to exist after I leave as it will not have a specifically licensed operator and the other shareholder holds no qualifications).

I would do this only as I am desperate and entitled to earn an income! 55-60% of these clients were mine that I brought to the business with relationships over 15+ years. The rest are just happy with my work. I've had mixed opinions but some advice is that clients are an 'intangible asset' not an 'asset'.

There is no shareholders agreement in place. He started to draft one but it was so slanted I refused to sign it and disagreed. I would resign as a director and gift my shares to him. The clients would be advised that due to reputation damage the business is no longer able to continue and given the choice to follow me or go elsewhere.

1. Would this be a breach of directors duties, or a reasonable excuse for such a breach?

2.Any other risks you can see?

Thank you in advance.


LawTap Verified
27 May 2014
Which state are you in?

1. Possibly. A lawyer would need to review written correspondence and get more detail from you.

2. Breach of directors duties is the only risk I see from your post.

Claim for wages and superannuation.
Possible breach of contract, misrepresentations.