LAND SURVEYS PTY LTD AS TRUSTEE FOR THE P RULLO FAMILY TRUST -v- PG ROCKET HOLDINGS PTY LTD [2026] WASC 304

[2026] WASC 304 Page 1 JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA IN CIVIL CITATION : LAND SURVEYS PTY LTD AS TRUSTEE FOR THE P RULLO FAMILY TRUST -v- PG ROCKET HOLDINGS PTY LTD [2026] WASC 304 CORAM : GETHING J HEARD : 22 JULY 2026 DELIVERED : 31 JULY 2026 FILE NO/S : COR 79 of 2026 BETWEEN : LAND SURVEYS PTY LTD AS TRUSTEE FOR THE P RULLO FAMILY TRUST First Plaintiff LAURA LEE MELLON AS TRUSTEE FOR THE SHAWSHACK INVESTMENT TRUST Second Plaintiff AND PG ROCKET HOLDINGS PTY LTD First Defendant PHENNA GROUP AUSTRALIA PTY LTD Second Defendant BRETT ANTHONY COLEMAN Third Defendant KETHEESAN MAHESAN Fourth Defendant BENJAMIN DAVID WESTAWAY AS TRUSTEE FOR THE WESTAWAY FAMILY TRUST Fifth Defendant -- 1 of 46 -- [2026] WASC 304 Page 2 LINTON CONSULTING PTY LTD AS TRUSTEE FOR THE LINTON FAMILY TRUST Sixth Defendant JACEK STANISLAW MURCHA AS TRUSTEE FOR THE MURCHA FAMILY TRUST Seventh Defendant TANIA NERISSA MURCHA AS TRUSTEE FOR THE MURCHA FAMILY TRUST Eighth Defendant DAMIAN CHARLES TAYLOR Ninth Defendant RKA PTY LTD AS TRUSTEE FOR THE ARMITAGE FAMILY TRUST Tenth Defendant MARK JAMES DELAHUNTY AS TRUSTEE FOR THE DELAHUNTY FAMILY TRUST Eleventh Defendant REBECCA DELAHUNTY AS TRUSTEE FOR THE DELAHUNTY FAMILY TRUST Twelfth Defendant ALAN STEWART MACPHERSON AS TRUSTEE FOR THE A AND K MACPHERSON TRUST Thirteenth Defendant Catchwords: Corporations - Oppression action - Interlocutory Injunction - Injunction sought to prevent a majority shareholder from engaging in oppressive conduct though the directors it nominated to the board of the company pending determination of an oppression claim by the minority shareholder -- 2 of 46 -- [2026] WASC 304 Page 3 Legislation: Corporations Act 2001 (Cth) s 1234 Rules of the Supreme Court 1971 (WA) O 52 r 1 Result: Application for injunctive relief dismissed Category: B Representation: Counsel: First Plaintiff : EM Heenan SC Second Plaintiff : EM Heenan SC First Defendant : D Benson Second Defendant : S Penglis SC Third Defendant : Mr NL Pham Fourth Defendant : Mr NL Pham Fifth Defendant : LN Firios Sixth Defendant : LN Firios Seventh Defendant : LN Firios Eighth Defendant : LN Firios Ninth Defendant : LN Firios Tenth Defendant : LN Firios Eleventh Defendant : LN Firios Twelfth Defendant : LN Firios Thirteenth Defendant : LN Firios Solicitors: First Plaintiff : Bennett Second Plaintiff : Bennett First Defendant : Clayton Utz Second Defendant : Thomsons Lawyers - Perth Third Defendant : Barry Nilsson Lawyers (WA) Fourth Defendant : Barry Nilsson Lawyers (WA) Fifth Defendant : Hotchkin Hanly Sixth Defendant : Hotchkin Hanly -- 3 of 46 -- [2026] WASC 304 Page 4 Seventh Defendant : Hotchkin Hanly Eighth Defendant : Hotchkin Hanly Ninth Defendant : Hotchkin Hanly Tenth Defendant : Hotchkin Hanly Eleventh Defendant : Hotchkin Hanly Twelfth Defendant : Hotchkin Hanly Thirteenth Defendant : Hotchkin Hanly Case(s) referred to in decision(s): Ansearch Ltd v Wavtech Pty Ltd [2006] WASC 184 Australian Broadcasting Corporation v O'Neill [2006] HCA 46; (2006) 227 CLR 57 Beecham Group Ltd v Bristol Laboratories Pty Ltd (1968) 118 CLR 618 Brusa v Brusa [2020] WASC 362 Campbell v Backoffice Investments Pty Ltd [2009] HCA 25; (2009) 238 CLR 304 CME Properties (Australia) Pty Ltd v Prime Capital Securities Pty Ltd [2016] WASC 231 Commonwealth Bank of Australia v Shada Pty Ltd [2025] WASC 200 Crawley v Short [2009] NSWCA 410; (2009) 262 ALR 654 Emeco International Pty Ltd v O'Shea [2012] WASC 282 Harris v Liberal Party of Australia (WA Division) Inc [2003] WASC 243 Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 Jenkins v Enterprise Gold Mines NL (1992) 6 ACSR 539 Kolback Securities Limited v Epoch Mining NL (1987) 8 NSWLR 533 Life Combat Sports Pty Ltd v World Institute of Martial Arts [2025] WASC 21 Manton Enterprises Pty Ltd (As Trustee for GPK No 2 Trust) v LT. Market St Pty Ltd [2021] WASC 4 Mills v Mills [1938] HCA 4; (1938) 60 CLR 150 Mineralogy Pty Ltd v Sino Iron Pty Ltd [2016] WASCA 105 MMAL Rentals Pty Ltd v Bruning (2004) 63 NSWLR 167 Morara Pty Ltd v Kingslane Property Investments Pty Ltd [2024] WASCA 123 Ngurli Ltd v McCann [1953] HCA 39; (1953) 90 CLR 425 Nguyen v Nguyen Huynh (WA) Pty Ltd [2022] WASC 218 Perpetual Trustee Co Ltd v Nikoloff [2020] WASC 389 Pisano v South Metropolitan Health Service [2023] WASCA 80 Porter Street Investments Pty Ltd v Nellbar Pty Ltd [2022] WASCA 33 Re Dernacourt Investments Pty Ltd (1990) 20 NSWLR 588 Re Ledir Enterprises Pty Ltd [2013] NSWSC 1332; (2013) 96 ACSR 1 Re Norvabron Pty Ltd (1986) 11 ACLR 33 -- 4 of 46 -- [2026] WASC 304 Page 5 Re Norvabron Pty Ltd (No 2) (1987) 11 ACLR 279 Samsung Electronics Company Ltd v Apple Inc [2011] FCAFC 156; (2011) 217 FCR 238 Screwpile Engineering Pty Ltd v Manning [2010] WASC 317 Sino Iron Pty Ltd v Mineralogy Pty Ltd [No 2] [2017] WASCA 76 Twinside Pty Ltd v Venetian Nominees Pty Ltd [2008] WASC 110 Tzavaras v Tzavaras & Sons Pty Ltd [2023] NSWCA 168 Warner-Lambert Company LLC v Apotex Pty Ltd [2014] FCAFC 59 Wayde v NSW Rugby League [1985] HCA 68; (1994) 180 CLR 459 Ziggy Specter Pty Ltd as trustee for Oriel Trust (formerly Lopes Family Trust) v Squadron Collective Pty Ltd [2024] WASC 450 -- 5 of 46 -- [2026] WASC 304 GETHING J Page 6 Index 1. Introduction ................................................................................................................... 7 2. Documents filed............................................................................................................. 8 3. Principles ..................................................................................................................... 10 3.1 Interlocutory injunctions ..................................................................................... 10 3.2 Oppression ........................................................................................................... 13 4. The relief sought by the Plaintiffs ............................................................................... 16 5. Factual background...................................................................................................... 18 6. The Plaintiffs' position ................................................................................................. 21 6.1 Factual background.............................................................................................. 21 6.2 Amended Phenna Order....................................................................................... 26 6.3 Amended Mellon Order ....................................................................................... 30 7. PG Rocket's position.................................................................................................... 32 7.1 Amended Phenna Order....................................................................................... 32 7.2 Amended Mellon Order ....................................................................................... 34 8. Phenna's position ......................................................................................................... 34 8.1 Amended Phenna Order....................................................................................... 34 8.2 Amended Mellon Order ....................................................................................... 39 9. Are the Plaintiffs entitled to the Amended Phenna Order? ......................................... 39 10. Are the Plaintiffs entitled to Amended Mellon Order? ........................................... 44 11. What final orders are appropriate? .......................................................................... 46 -- 6 of 46 -- [2026] WASC 304 GETHING J Page 7 GETHING J: 1. Introduction 1 This application arises out of a dispute between the principal shareholders in PG Rocket Holdings Pty Ltd (PG Rocket). The Plaintiffs are Land Surveys Pty Ltd as trustee for the P Rullo Family Trust (Land Surveys) and Laura Lee Mellon as trustee for the Shawshack Investment Trust (Shawshack). The Plaintiffs are minority shareholders in PG Rocket. The sole director of Land Surveys is Peter Rullo. Mr Rullo is also director of PG Rocket. Another director of PG Rocket is Roy Mellon. Ms Mellon is Mr Mellon's wife. I will refer to Mr Rullo and Mr Mellon as the Manager Directors, consistent with documents which I well refer to later in this judgment. 2 PG Rocket is the first defendant. 3 The second defendant is Phenna Group Australia Pty Ltd (Phenna). Phenna is the majority shareholder in PG Rocket. It appointed the three other directors of PG Rocket, Brett Coleman (third defendant), Ketheesan Mahesan (fourth defendant) and Thomas Gray (who is not a party). I will refer to these directors as the Investor Directors, again consistent with documents which I well refer to later in this judgment. The other defendants are the other minority shareholders in PG Rocket. 4 PG Rocket is a holding company which holds 100% of the issued shares in ISGroup Pty Ltd (ISGroup). ISGroup provides survey, mapping and geospatial services. 5 On 15 June 2026, the Plaintiffs commenced this proceeding alleging that the affairs of PG Rocket, are being, and have been, conducted in a manner which is oppressive (COR 79 of 2026). Another oppression proceeding relating to the affairs of PG Rocket was already on foot at that time (COR 48 of 2026). COR 79 of 2026 was commenced, I am told, to address the oppressive conduct that has occurred since COR 48 of 2026 was commenced. There is a further related proceeding, CIV 1554 of 2026, which was commenced on 27 April 2026. In this action, the Plaintiffs claim damages arising from Phenna's alleged renunciation of an Investment Agreement made 25 August 2025 (Investment Agreement). The Investment Agreement was one of a suite of documents by which Phenna acquired its shareholding in PG Rocket. There is a further related action, CIV 1553 of 2026. This is an action by Mr Mellon against ISGroup for wrongful -- 7 of 46 -- [2026] WASC 304 GETHING J Page 8 termination of employment, which is alleged to have occurred on 24 April 2026. 6 The final substantive relief sought in COR 79 of 2026 is for orders requiring the purchase of the Plaintiffs' shares in PG Rocket and a reduction of the company's share capital, or alternatively, that PG Rocket be wound up. 7 In the originating process for COR 79 of 2026, the Plaintiffs also sought interim relief. The terms of the interim relief have been refined and are now as set out in an Amended Minute of Proposed Orders filed 15 July 2026 (Amended Application). The orders sought in the Amended Application would restrain PG Rocket from resolving to enter into any material contract or agreement or resolution or causing ISGroup to enter into any material contract or agreement or resolution save within certain parameters. The parameters are said to come from a document entitled 'IS Group Delegation of Authority Policy' dated 22 October 2025 (October Policy Document). The Plaintiffs also seek an interlocutory order preventing the removal of Mr Mellon as a director of PG Rocket. 8 The Amended Application was heard by me on 22 July 2026. 9 For the reasons which follow, the Amended Application is dismissed. 2. Documents filed 10 The Plaintiffs filed and rely on: (a) Originating process filed 15 June 2026; (b) Certificate of Urgency filed 15 June 2026; (c) Affidavit of Mr Rullo sworn 12 June 2026 (Rullo June Affidavit); (d) Land Survey's Undertaking as to Damages filed 15 June 2026; (e) Shawshack's Undertaking as to Damages filed 23 June 2026; (f) submissions filed 24 June 2026 (Plaintiffs' First Submissions); (g) Affidavit of Cameron Dunlop, a legal practitioner employed by the Plaintiffs' lawyers, sworn 30 June 2026 (Dunlop Affidavit); -- 8 of 46 -- [2026] WASC 304 GETHING J Page 9 (h) submissions filed 30 June 2026 (Plaintiffs' Second Submissions); (i) an Amended Minute of Proposed Orders filed 15 July 2026 (Amended Minute); (j) submissions filed 15 July 2026 (Plaintiffs' Third Submissions); (k) an affidavit sworn by Mr Rullo on 15 July 2026 (Rullo July Affidavit); (l) a list of List of Authorities filed 21 July 2026; (m) a further Amended Minute of Proposed orders filed 23 July 2026.; and (n) submissions in reply filed 25 July 2026. 11 In the First Rullo Affidavit, Mr Rullo craves leave to refer to, and repeats, the contents of his affidavit sworn 28 April 2026 and filed in COR 48 of 2026, including to adopt the defined terms used in that affidavit (Rullo COR 48 Affidavit). He should have leave to do so. Likewise with an affidavit of Mr Dunlop filed in CIV 1554 of 2026 on 24 June 2026. 12 PG Rocket filed and relies on: (a) an affidavit of Rquia Benterrak, a legal practitioner employed by PG Rocket's lawyers, affirmed 26 June 2026 (June Benterrak Affidavit); (b) a second affidavit of Ms Benterrak affirmed 8 July 2026 (July Benterrak Affidavit); and (c) submissions filed 17 July 2026 (PG Rocket Submissions). 13 Phenna filed and relies on: (a) submissions filed 17 July 2026 (Phenna Submissions); (b) an affidavit sworn by Caroline Spencer, a partner of Phenna's lawyers, on 21 July 2026; (c) supplementary submissions field 21 July 2021 (Phenna Supplementary Submissions); and -- 9 of 46 -- [2026] WASC 304 GETHING J Page 10 (d) submissions dealing with the Amended Mellon Order (see [32]), filed 24 July 2026. 14 Mr Coleman and Mr Mahesan oppose the Amended Application, support the submissions of PG Rocket and Phenna but did not file separate written submissions in opposition. 15 Counsel for the remaining defendants joined in opposing the orders sought by the Plaintiffs, noting a concern as to the actions of the Plaintiffs on the value of their B shares. Their counsel invited the court to take their position into account determining where the balance of convenience lay. 3. Principles 3.1 Interlocutory injunctions 16 The principles to be applied in an application for an interlocutory injunction are well known. The court must consider whether the plaintiff has made out a prima facie case and whether the balance of convenience favours the grant of an injunction.1 17 The first inquiry as to a 'prima facie case' does not mean that the plaintiff must show that it is more probable than not that at trial the plaintiff will succeed.2 The court does not 'undertake a preliminary trial, and give or withhold interlocutory relief upon a forecast as to the ultimate result of the case'.3 Nor does the court determine contested questions of fact and or seek to resolve conflicts in the affidavit evidence.4 Rather, it is sufficient that the plaintiff shows a sufficient likelihood of success to justify the preservation of the status quo pending the trial.5 18 The second inquiry is whether the inconvenience or injury which the plaintiff would be likely to suffer if an injunction were refused outweighs, or is outweighed by, the injury which the defendant would suffer if an injunction was granted.6 The question as to whether 1 Australian Broadcasting Corporation v O'Neill [2006] HCA 46; (2006) 227 CLR 57 [65] (Gummow and Hayne JJ) (ABC v O’Neill); Mineralogy Pty Ltd v Sino Iron Pty Ltd [2016] WASCA 105 [87] (Newnes JA, with whom McLure P and Corboy J agreed) (Mineralogy). 2 Mineralogy [87]. 3 Beecham Group Ltd v Bristol Laboratories Pty Ltd (1968) 118 CLR 618, 622 (the court); Mineralogy [102]. 4 Life Combat Sports Pty Ltd v World Institute of Martial Arts [2025] WASC 21 [73], [126] (Strk J); Emeco International Pty Ltd v O'Shea [2012] WASC 282 [24] (Edelman J) (Emeco). 5 Mineralogy [87]. 6 ABC v O’Neill [65]; Mineralogy [87]. -- 10 of 46 -- [2026] WASC 304 GETHING J Page 11 damages would be an adequate remedy is an aspect of the balance of convenience.7 19 Another issue going to the balance of convenience is the issue of urgency. In Screwpile Engineering Pty Ltd v Manning Kenneth Martin J observed that 'the question of the imminence of the threat is what commands the court's possible urgent intervention'.8 20 The enquiries relating to a prima facie case and the balance of convenience are related, and not independent, enquiries.9 The apparent strength of the parties' substantive cases will often be an important consideration to be weighed in the balance.10 As the apparent strength of the plaintiff's case diminishes, the court will place more weight on considerations of balance of convenience and the practical consequences that flow from granting the injunction.11 In certain cases it will be necessary for the court to assess the strength of the merits of the applicant's case:12 Whether an applicant for an interlocutory injunction has made out a prima facie case and whether the balance of convenience favours the grant of such relief are related questions. It will often be necessary to give close attention to the strength of a party's case when assessing the risk of doing an injustice to either party by the granting or withholding of interlocutory relief especially if the outcome of the interlocutory application is likely to have the practical effect of determining the substance of the matter in issue or if other remedies, including an award of damages, or an award of compensation pursuant to the usual undertaking, are likely to be inadequate. 21 In the end:13 Where a plaintiff's entitlement to ultimate relief is uncertain, the court, in deciding to grant or refuse an interlocutory injunction, must consider what course is best calculated to achieve justice between the parties in the circumstances of the particular case, pending the resolution of the uncertainty, bearing in mind the consequences to the defendant of the grant of an injunction in support of relief to which the plaintiff may 7 Sino Iron Pty Ltd v Mineralogy Pty Ltd [No 2] [2017] WASCA 76 [130] - [131] (reasons of the court) (Sino Iron); Ziggy Specter Pty Ltd as trustee for Oriel Trust (formerly Lopes Family Trust) v Squadron Collective Pty Ltd [2024] WASC 450 [31] (Whitby J) (Ziggy Specter). 8 Screwpile Engineering Pty Ltd v Manning [2010] WASC 317 [13] (Kenneth Martin J) 9 Mineralogy [87]. 10 Samsung Electronics Company Ltd v Apple Inc [2011] FCAFC 156; (2011) 217 FCR 238 [67] (the court). 11 Ziggy Specter [32]; Twinside Pty Ltd v Venetian Nominees Pty Ltd [2008] WASC 110 [11] (Beech J). 12 Warner-Lambert Company LLC v Apotex Pty Ltd [2014] FCAFC 59 [70] (reasons of the court). 13 Emeco [24] citing Kolback Securities Limited v Epoch Mining NL (1987) 8 NSWLR 533, 535, 536 (McLelland J). -- 11 of 46 -- [2026] WASC 304 GETHING J Page 12 ultimately be held not to be entitled, and the consequences to the plaintiff of the refusal of an injunction in support of relief to which the plaintiff may ultimately be held to be entitled. 22 As to the last point, it is necessary on an application for an interlocutory injunction for the plaintiff to identify the legal or equitable rights in respect of which final relief is sought. If the plaintiff is unable to do so, the foundation of the claim for the interlocutory relief falls away. This is because the purpose of a grant of an interlocutory injunction is to preserve status quo pending trial.14 In Sino Iron Pty Ltd v Mineralogy Pty Ltd (No 2) the Court of Appeal observed:15 Where equity's jurisdiction is invoked in an application for an interlocutory injunction, it is necessary to identify the legal or equitable rights which are said to be determined at trial and in respect of which final relief is sought. The power to grant an interlocutory injunction is not to be exercised by reference to unconstrained notions of what appears to be just: it must be exercised by reference to the rights claimed by the applicant in the proceedings…The final relief itself need not be injunctive in nature in this connection…An interlocutory injunction in the auxiliary jurisdiction can only lie in order to protect an equitable or legal right which the plaintiff might enforce by final judgment…The usual form of the interlocutory injunction in this court is 'until after judgment in this action, or further order'…The usual form of the order, as well as the purpose of the order, indicates that there is no 'free-standing' right to an interlocutory injunction…The first question to be answered by the plaintiff in seeking an interlocutory injunction is, 'what is your equity?'… 23 The general principles are the same whether the application is brought in the inherent jurisdiction of the court as applied through Rules of the Supreme Court 1971 (WA) (RSC) O 52 r 1 or pursuant to Corporations Act 2001 (Cth) s 1324 (CA).16 However, in the latter context, the court is not applying general equitable principles but considers the 'traditional factors' in the exercise of its statutory discretion to enforce the CA on the application of a person with sufficient standing.17 14 Mineralogy [87]. 15 Sino Iron (reasons of the court) (references omitted). 16 Ziggy Specter [28]; Brusa v Brusa [2020] WASC 362 [39] (Hill J) (Brusa); CME Properties (Australia) Pty Ltd v Prime Capital Securities Pty Ltd [2016] WASC 231 [13] (Le Miere J). 17 Ziggy Specter [28]; Brusa [40]. -- 12 of 46 -- [2026] WASC 304 GETHING J Page 13 3.2 Oppression 24 It is also instructive at this point to identify the circumstances in which the court may made an order under CA s 233. These are set out in CA s 232, as follows: The Court may make an order under section 233 if: (a) the conduct of a company's affairs; or (b) an actual or proposed act or omission by or on behalf of a company; or (c) a resolution, or a proposed resolution, of members or a class of members of a company; is either: (d) contrary to the interests of the members as a whole; or (e) oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members whether in that capacity or in any other capacity. 25 The general principles applicable to CA s 232 and s 233 are also well established. Relevant to this application:18 (a) the test of oppression is an objective one of commercial unfairness; (b) director may act oppressively in the sense relevant to the operation of s 232 and yet not breach any fiduciary or other duty owed as a director; (c) conduct may be oppressive even if it is otherwise completely lawful; (d) the assessment involves a consideration of whether on the balance of probabilities, the objective commercial bystander, being a reasonable director, would be satisfied that the affairs of the company were being conducted unfairly; (e) the court must formulate an opinion about oppression or unfair prejudice as at the date of the institution of proceedings and the 18Morara Pty Ltd v Kingslane Property Investments Pty Ltd [2024] WASCA 123 [78], [130] (judgment of the court) (Morara); Ziggy Specter [36]; Tzavaras v Tzavaras & Sons Pty Ltd [2023] NSWCA 168 [74] (judgment of the court) (Tzavaras). -- 13 of 46 -- [2026] WASC 304 GETHING J Page 14 issue of relief under CA s 233 must be determined as at the date of the hearing; and (f) the court has a wide discretion under CA s 233 as to the appropriate remedy. 26 More specifically to the present case: (a) wrongful exclusion from management may be a form of oppression;19 (b) where oppression is asserted by minority interests, the court must decide whether in balancing the interests of the company as a whole against the interests of the minority the directors have so acted to prejudice the interests of the minority;20 (c) where directors with an apparent conflict of interest cause intra-group transactions with no apparent commercial benefit to the company, the evidentiary burden shifts to the company to demonstrate commercial justification, failing which unfairness may be inferred;21 and (d) board powers must be exercised for proper purposes - their use to entrench control or to benefit some members at the expense of others is improper even absent self-interest.22 27 In certain circumstances, the conduct of the affairs of a company can include 'refraining from procuring a subsidiary to do something or condoning by inaction an act of a subsidiary, particularly when the directors of the parent and the subsidiary are the same'.23 28 The primary relief sought in COR 79 of 2026 is an order that the Plaintiffs' minority shareholding be bought out. The principles by which the court assesses the appropriate remedy once a finding of 19 Campbell v Backoffice Investments Pty Ltd [2009] HCA 25; (2009) 238 CLR 304 [176] (Gummow, Hayne, Heydon and Kiefel JJ). 20 Jenkins v Enterprise Gold Mines NL (1992) 6 ACSR 539, 550 (Full Court) (Jenkins). 21 Jenkins 550 - 551, 561. 22 Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821, 835 - 838; Ngurli Ltd v McCann [1953] HCA 39; (1953) 90 CLR 425, 438 - 440 (Williams ACJ, Fullagar and Kitto JJ); Mills v Mills [1938] HCA 4; (1938) 60 CLR 150, 185 - 186 (Dixon J). 23 Re Dernacourt Investments Pty Ltd (1990) 20 NSWLR 588 at 605 (Powell J); Re Ledir Enterprises Pty Ltd [2013] NSWSC 1332; (2013) 96 ACSR 1 at [200] - [202] (Black J). See also: Re Norvabron Pty Ltd (1986) 11 ACLR 33, 36 - 37 (Macrossan J, with whom Andrews CJ and Carter J agreed); Re Norvabron Pty Ltd (No 2) (1987) 11 ACLR 279, 292 (Derrington J). -- 14 of 46 -- [2026] WASC 304 GETHING J Page 15 oppression has been made were summarised by the Court of Appeal in Porter Street Investments Pty Ltd v Nellbar Pty Ltd:24 The following principles appear from the authorities: 1. The court has a wide discretion once s 233 has been enlivened by a finding of oppression under s 232 - a discretion that extends both as to the appropriate remedy and, if the court orders compulsory purchase of shares, as to the mode of valuation of the shares… 2. The purpose of a buy-out order is not to compensate for loss; it is to separate the oppressor and the oppressed… 3. The court should fix a price for the shares that represents a fair value in all the circumstances of the case… 4. In looking to the 'fair value' one must look at all the circumstances of the case and seek to put the oppressed in the same position as nearly as can be if there had been no oppression, erring, if there is to be any erring, on the side of the oppressed… 5. The date at which the shares are to be valued varies having regard to all relevant circumstances… 6. There is no hard rule as to the selection of the valuation date… The question is what is the fair time for valuation of the shares having regard to the overriding requirement of justice and fairness to both parties in all the circumstances of the case … As was said by Chernov JA (Neave JA agreeing) in Foody v Horewood: [T]he court's discretion in determining the date of valuation in respect of shares to be purchased from an oppressed minority shareholder is wide and absolute, subject to the requirement that it be exercised judicially, and is to be informed by the justice and fairness of the particular situation. In [the judgment under appeal] his Honour recognised, correctly, I think, that there is no firm rule by which the relevant date of valuation is to be selected … In short, the overriding requirement when valuing the shares of a company for the purpose of a compulsory purchase order or a buy-back order is that the valuation, and the date at which the valuation is carried out, be fair. What fairness requires depends on the facts of the particular case… 24 Porter Street Investments Pty Ltd v Nellbar Pty Ltd [2022] WASCA 33 [97] - [98] (judgment of the court) (references omitted) (Porter). These principles were adopted and applied in Nguyen v Nguyen Huynh (WA) Pty Ltd [2022] WASC 218 [116] - [117] (Hill J). -- 15 of 46 -- [2026] WASC 304 GETHING J Page 16 29 As mentioned, when considering whether to grant an interlocutory injunction, the question as to whether damages would be an adequate remedy is an aspect of the balance of convenience. In an oppression case, while damages are not awarded, the value given to shares which are to be bought out from the plaintiffs is a form of economic compensation (even though that is not its purpose). By this analogy, on an application for an interlocutory injunction in the context of an action pursuant CA s 232, the court can consider whether the economic compensation which the plaintiffs would receive if successful at trial would be an adequate remedy and, if not, this would be a factor in favour of the grant of an injunction. 4. The relief sought by the Plaintiffs 30 It is instructive to place the Amended Application in the context of the relief sought in COR 79 of 2026: The plaintiffs as members of the first defendant apply for relief from the oppressive conduct of the first defendant's affairs by the second to fifth defendants since 28 April 2026, the date on which they commenced proceedings COR 48 of 2026 in this Court. The first and second plaintiffs seek orders for the purchase of their B Shares in the first defendant. On the facts stated in the supporting affidavits, the plaintiffs claim: 1 A declaration that the conduct of the affairs of the first defendant is and has been: 1.1 contrary to the interests of the members as a whole; 1.2 oppressive to and unfairly prejudicial to or unfairly discriminatory against members of the first defendant including the plaintiffs; 2 An order pursuant to section 233(1)(e) for the purchase of the B Shares held by each of the plaintiffs and an appropriate reduction of the company's share capital. 3 Alternatively, an order pursuant to section 233(1)(a) that the first defendant be wound up. 4 Orders pursuant to section 233 and 1325(A), as the case may be, of the Corporations Act requiring the second, third, fourth and fifth defendants to do all things reasonably necessary to ensure compliance with the orders made by this Honourable Court. 5 Such further or other relief as to this Honourable Court may seem just. -- 16 of 46 -- [2026] WASC 304 GETHING J Page 17 6 Costs. 31 The interim orders sought in the Amended Minute are (with the track changes removed): 1. The time for service of this originating process be abridged. 2 Until the trial of the within action or further order of this Honourable Court, the first defendant, whether by itself, its directors, officers, servants and agents or otherwise (which for the avoidance of doubt includes the third and fourth defendants and Mr Thomas Gray and Mr Benjamin Westaway) be restrained and an injunction be granted restraining it from: 2.1 resolving to enter into any material contract or agreement or resolution or causing ISGroup Pty Ltd to enter into any material contract or agreement or resolution: 2.1.1 acquiring any asset for ISGroup Pty Ltd to a value in excess of $500,000.00; 2.1.2 disposing of any asset of ISGroup Pty Ltd to a value in excess of $500,000.00; 2.1.3 undertaking any debt or loan to a value in excess of $50,000.00; 2.1.4 making any executive appointments with remuneration for such executive being in excess of $120,000.00 or in respect of any employee whose remuneration is in excess of $120,000.00 making them redundant or termination of their employment; 2.1.5 making any changes to the Constitution of ISGroup Pty Ltd; 2.1.6 making any alteration to the registered office of PG Rocket Pty Ltd or ISGroup Pty Ltd; without the prior written consent of the plaintiffs or order of this Honourable Court; 3 The defendants (save for the first and fourth defendant) be restrained and an injunction be granted restraining them from resolving to remove Mr Roy Mellon as a director of the first defendant, without the prior written consent of the plaintiffs or order of this Honourable Court. -- 17 of 46 -- [2026] WASC 304 GETHING J Page 18 4. Such further or other interlocutory order as to this Honourable Court may seem just and appropriate. 5 The costs of this interlocutory application be reserved. I will refer to the order sought in paragraph 2 as the Amended Phenna Order. 32 At the hearing on 22 July 2026, counsel for each of the third and fourth defendants, and for the fifth to thirteen defendants, raised concerns about the scope of the order sought in paragraph 3 as regards their respective clients. In response, the Plaintiffs filed a further minute amending paragraph 3 to read (Amended Mellon Order): The second defendant be restrained and an injunction be granted restraining it from voting in favour of, or otherwise procuring the passing of, any resolution to remove Mr Roy Mellon as a director of the first defendant, without the prior written consent of the plaintiffs or order of this Honourable Court. 5. Factual background 33 The key classes of shares in PG Rocket are the A and B Classes. Relevantly:25 (a) Phenna holds all of the A Class shares in PG Rocket, which comprise approximately 50.1% of all of the A and B Class shares (making Phenna the majority shareholder in PG Rocket); (b) the Plaintiffs hold B Class shares in PG Rocket, collectively holding approximately 43% of all of the A and B Class shares; (c) the fifth to thirteenth defendants hold B Class shares in PG Rocket, collectively holding approximately 6% of all of the A and B Class shares; and (d) because of its rights as the holder of A Class shares, Phenna controls 75% of the vote at shareholder level. 34 Phenna acquired its shares in PG Rocket from those who are now the minority shareholders pursuant to the Investment Agreement which was, in effect, the sale of a majority stake in the business of ISGroup. 25 July Benterrak Affidavit, RJB-2. -- 18 of 46 -- [2026] WASC 304 GETHING J Page 19 35 According to ASIC records extracted on 6 July 2026, the current directors of PG Rocket are Mr Rullo, Mr Mellon, Mr Coleman, Mr Mahesan and Mr Gray.26 36 PG Rocket is the sole shareholder of ISGroup. The Plaintiffs are not shareholders in ISGroup. 37 ISGroup is not a party to COR 79 of 2026. 38 It is not in issue that Messrs Rullo, Coleman, Mahesan and Gray are also directors of ISGroup. The ASIC extract records Mr Mellon as having ceased as a director of ISGroup with effect from 24 April 2026.27 This is said to have occurred pursuant to a resolution of the board of ISGroup on 24 April 2026. 39 PG Rocket is in effect the non-operational holding company, which ISGroup is the operational entity.28 40 As mentioned, I will refer to Messrs Coleman, Mahesan and Gray as the Investor Directors and Messrs Rullo and Mellon as the Manager Directors. These definitions are based on the Investment Agreement.29 41 By clause 4.1(a), Phenna (defined as the 'Investor') is entitled to appoint 'Investor Directors':30 The Investor is entitled at any time to appoint persons to the Board and/or to the board of any other Group Company (and to any committee of any such board) as a director (each such person being an 'Investor Director'), to remove any such person by written notice to the Board for any reason whatsoever and to appoint other persons in their place. 42 By clause 4.2 the Plaintiffs (who are the 'Managers', along with the fifth to thirteenth defendants) are entitled to appoint 'Manager Directors':31 For so long as the Managers together (with their Permitted Transferees) hold Shares constituting at least 5% of the total Shares on issue at any time, the Managers shall together be entitled to appoint each of Peter Rullo and Roy Mellon to be a member of the Board and the board of each Group Company (each a 'Manager Director'), but they shall not be entitled to appoint another person in place of Peter Rullo and/or Roy 26 July Benterrak Affidavit, RJB-2. 27 July Benterrak Affidavit, RJB-3. 28 Rullo COR 48 Affidavit, PJR-8 page 384. 29 Rullo COR 48 Affidavit, PJR-8 page 365 ff. 30 Rullo COR 48 Affidavit, PJR-8 page 380. 31 Rullo COR 48 Affidavit, PJR-8 page 381. -- 19 of 46 -- [2026] WASC 304 GETHING J Page 20 Mellon without Investor Consent (acting reasonably and without delay). If a Manager Director becomes a Leaver at any time, he shall cease to be entitled to be a Manager Director. 43 The last sentence assumes some significance in relation to the Amended Mellon Order. In the Investment Agreement, the word 'Leaver' has the meaning given in the 'Constitution', which is in turn defined to be the constitution of PG Rocket. As part of the suite of arrangements put in place to give Phenna a majority interest in PG Rocket, that company was given a new constitution.32 This was agreed at a meeting of the members of PG Rocket on 30 August 2025. 44 'Leaver' is defined in rule 51.1(d) in the following terms:33 'Leaver' means any person who holds Shares and whose Key Person is, at the date of adoption of this Constitution, or who later becomes, an employee of a Group Company and who subsequently ceases to be an employee of a Group Company, other than: (i) as a result of the Group disposing of all or substantially all of its assets; or (ii) where the Key Person's employment ceases by reason of his or her death, illness or disablement giving rise to permanent incapacity; (iii) where the Key Person's employment ceases by reason of a notice to terminate the Key Person's employment from their employer otherwise than for cause (including but not limited to in circumstances including negligence, poor performance and gross misconduct), (in which case the relevant appointing Shareholder will not be a Leaver and may continue to hold Shares, and for the avoidance of doubt, that Shareholder will be bound by the provisions of the Investment Agreement including the Put and Call Option provisions in Schedule 7 of the Investment Agreement) … 45 Mr Mellon is a 'Key Person' as defined. ISGroup is a 'Group Company' as defined. Taking out the double negatives, Mr Mellon is a 'Leaver' if he ceased to be an employee of ISGroup for cause. Then, as set out in clause 4.2 of the Investment Agreement, if Mr Mellon becomes a 'Leaver' he ceases to be a 'Manager Director'. 46 Rule 24 then provides (the Majority Investors being Phenna):34 32 Rullo COR 48 Affidavit, PJR-9 page 459ff. 33 Rullo COR 48 Affidavit, PJR-9 page 496. -- 20 of 46 -- [2026] WASC 304 GETHING J Page 21 24.1 The Majority Investors shall be entitled at any time to appoint up to three persons to the Board, and to remove any such Director from the Board for any reason whatsoever, and to appoint another person or persons in his place. Each such appointment and removal shall be made by notice in writing served on the Company and shall take effect on the date specified in the notice. 24.2 The Shareholders shall procure that each person designated as a Manager Director under the Investment Agreement shall be appointed as a Director, and that he shall be removed from office immediately if he ceases to be designated as a Manager Director (unless otherwise agreed with Investor Consent). 47 Rule 24.2 has the effect that, unless Phenna consents (which it has not), if Mr Mellon ceases to be designated a Manager Director, he 'shall be removed from office immediately'. 6. The Plaintiffs' position 6.1 Factual background 48 In the Rullo June Affidavit, Mr Rullo identifies a series of matters which occurred over May and June 2026 relating to the management of PG Rocket and ISGroup. From this evidence, in the Plaintiffs' First Submissions, counsel sets out 17 matters of concern:35 (a) appointment of legal representatives for PG Rocket and ISGroup in CIV 1553 of 2026 and COR 48 of 2026 without board resolution or authority;36 (b) Investor (that is Phenna) Directors' failure to finalise minutes of April 2026 board meetings;37 (c) Investor Directors' refusal to include items from other directors in 11 May 2026 board meeting agenda and board papers;38 (d) Investor Directors' retrospective ratification of invalid appointment of Mr Gray as a director of PG Rocket and ISGroup;39 34 Rullo COR 48 Affidavit, PJR-9 page 480. 35 Plaintiffs’ First Submissions, par 8. 36 Rullo June Affidavit, pars 4 - 6. 37 Rullo June Affidavit, pars 7 - 11, PJR-1, PJR-2, PJR-3. 38 Rullo June Affidavit, pars 12 - 19, PJR-4, PJR-5, PJR-6, PJR-7, PJR-8, PJR-9, PJR-10. 39 Rullo June Affidavit, par 20, PJR-5 page 77, PJR-6 pages 86 and 94, PJR-11. -- 21 of 46 -- [2026] WASC 304 GETHING J Page 22 (e) Investor Directors' refusal to attend board meetings called by other directors;40 (f) Investor Directors' unilateral amendment of board meeting schedule;41 (g) Investor Directors' unilateral implementation of a Communications Protocol in response to other directors' requests for information;42 (h) Investor Directors and/or Mr Westaway refusing to answer requests for information from other directors regarding the board resolutions, approvals or authority supporting decisions concerning Project Mole Man, Project Helix and the TM3 purchase;43 (i) Investor Directors and/or Mr Westaway refusing to answer requests for information from other directors regarding the financial status, budget position and/or solvency of the company;44 (j) Investor Directors' purported passing of a directors' resolution to raise the quorum for directors' meetings to three people;45 (k) Investor Directors' purported passing of directors' resolutions to appoint Mr Westaway as a director of subsidiaries of ISGroup without notice to other directors relying upon the invalid resolution;46 (l) Investor Directors' passing of a director's resolutions to change the registered office and ASIC Agent for ISGroup and its subsidiaries without notice to other directors relying on the invalid resolution;47 40 Rullo June Affidavit, par 30, PJR-18, par 33, PJR-19, par 36, PJR-20, par 39, PJR-23. 41 Rullo June Affidavit, pars 30 to 31, PJR-18. 42 Rullo June Affidavit, pars 49 to 51, PJR-32, PJR-33. 43 Rullo June Affidavit, pars 17 - 19, pars 43 - 49, par 61, PJR-8, PJR-9, PJR-10, PJR-11, PJR-26 page 923, PJR-27, PJR-28, PJR-29, PJR-30, PJR-32, PJR 34, PJR-42. 44 Rullo June Affidavit, pars 17 - 19, pars 43 - 49, par 61, PJR-8, PJR-9, PJR-10, PJR-11, PJR-26 pages 917 - 923, PJR-27, PJR-28, PJR-29, PJR-32, PJR 34, PJR-42. 45 Rullo June Affidavit, PJR-19 page 333. 46 Rullo June Affidavit, pars 63 - 64, PJR-44. 47 Rullo June Affidavit, pars 63 - 64, PJR-45, PJR-46. -- 22 of 46 -- [2026] WASC 304 GETHING J Page 23 (m) Investor Directors and/or Mr Westaway failing to respond to referral opportunities provided by Mr Rullo;48 (n) Mr Westaway holding himself out as Acting Managing Director without board appointment;49 (o) Investor Directors and/or Mr Westaway making the decision, without board approval and outside the scope of authority, to stand down an initiative referred to as 'Project Mole Man';50 (p) Investor Directors and/or Mr Westaway making the decision, without board approval and outside their scope of authority, to stand down an initiative referred to as 'Project Helix';51 and (q) Investor Directors and/or Mr Westaway making the decision, without board approval and outside their scope of authority, to pause what is referred to as the 'TM3 purchase'.52 49 These 17 matters are said to establish a prima facie case to be tried that the affairs of PG Rocket, and its subsidiaries, are presently being conducted in a manner that is oppressive to the Plaintiffs. 50 The document which I have described as the October Policy Document assumes some significance in the determination of the issues presently before the court. In the Rullo June Affidavit, Mr Rullo simply says:53 Now produced and shown to me and marked with the letters 'PJR-53' is a true copy of the ISGroup Delegation of Authority Policy dated 22 October 2025. 51 Mr Rullo concludes:54 In the circumstances set out above, I believe that Phenna Group Australia has acted in a manner oppressive to the first and second plaintiffs as B Shareholders and the shareholders as a whole. As relief would affect all the shareholders in the company, the within proceedings join all the shareholders. The plaintiffs seek the relief in terms of the originating process. 48 Rullo June Affidavit, par 57, PJR-38, par 65, PJR-47, PJR-48. 49 Rullo June Affidavit, par 60, PJR-41, PJR-42. 50 Rullo June Affidavit, pars 53 - 54, PJR-41, PJR-42, PJR-53. 51 Rullo June Affidavit, par 60, PJR-41, PJR-42, PJR-53. 52 Rullo June Affidavit, par 60, PJR-41, PJR-42, PJR-53. 53 Rullo June Affidavit, par 70. 54 Rullo June Affidavit, par 71. -- 23 of 46 -- [2026] WASC 304 GETHING J Page 24 52 In the Rullo June Affidavit, Mr Rullo does not say anything about the need for the interlocutory orders to be made. Nor does Mr Dunlop in the Dunlop Affidavit. The Certificate of Urgency filed 15 June 2026 is likewise silent on the reason why the 'interlocutory application is of such an urgent nature that is required to be listed on an urgent basis'. The letter to the court from the Plaintiffs' lawyers dated 15 June 2026, under cover of which the first tranche of documents was filed, informs that court that the 'urgency arises due to the immediate concerns as to the defendants' solvency'. I take the reference to the 'defendants' to be a reference to PG Rocket, there being no suggest that Phenna has solvency issues and the issue of solvency being irrelevant to the remaining defendants. 53 In the Dunlop Affidavit, Mr Dunlop annexed correspondence and other documents relating to a meeting of the directors of PG Rocket on 30 June 2026. 54 Mr Rullo annexes a transcript of the meeting of the directors of PG Rocket on 30 June 2026 provided by Mr Gray, though with some caveats as to its completeness.55 He then annexes a copy of a transcript of the meeting which he prepared (being PJR-55).56 55 Mr Rullo then deposes that Mr Coleman excluded Mr Mellon and him from the meeting:57 2:22:54 of PJR 55, Mr Coleman as chair, sought to exclude Mr Mellon and me from the final agenda item, which related to protective measures. No conflict of interest was identified to me at the meeting, and I was given no opportunity to be heard on whether any conflict existed. I do not know what was discussed or resolved after our exclusion, because the record of that part of the meeting has been withheld from Mr Mellon and me. At 2:23:18 of PJR 55, I objected to Mr Mellon's and my exclusion from the meeting on the basis that any contested resolution should not be passed in the absence of the Manager Directors. Following my protests to our exclusion, Mr Mellon and I were removed from the Microsoft Teams call for the meeting. 56 Mr Rullo goes on to identify a number of requests for information from Mr Coleman which have not been responded to, to his satisfaction.58 55 Rullo July Affidavit, par 5, PRJ-54. 56 Rullo July Affidavit, par 6, PRJ-55. 57 Rullo July Affidavit, pars 9, 10. -- 24 of 46 -- [2026] WASC 304 GETHING J Page 25 57 The July Benterrak Affidavit annexes the agenda, materials and minutes for the meeting of the directors of PG Rocket on 30 June 2026. The minutes record that present were Messrs Coleman, Mahesan and Gray (referred to as the 'Investor Directors'), and Messrs Rullo and Mellon (referred to as the 'Manager Directors'). It is apparent from the minutes that the resolutions proposed by the Investor Directors were all passed, with the Manager Directors virtually always opposing, and that the resolutions proposed by the Manager Directors were all opposed by the Investor Directors and thus not passed. 58 Mr Rullo deposes that the minutes are not accurate based on the transcript in PJR-55. He identifies seven specific inaccuracies. 59 Mr Rullo then identifies some financial borrowings which he says were not properly approved:59 On 24 November 2025, $5,400,000 was received into the ISGroup trading account from TIC Bidco Limited and described as 'Interest Bearing Loan'…. The description 'Interest Bearing Loan' is the description applied by the payer. No executed loan agreement, transfer-pricing agreement or board resolution authorising a loan of $5,400,000 from TIC Bidco Limited has been produced to me. The same bank statement records that, on the same day, the sum of $5,400,000 was transferred out of the account. On 12 May 2026, $1,000,000 was received into the ISGroup trading account from 'Phenna Group' and described as 'IC Loan - Payment'. On 27 May 2026, $1,000,000 was received into the ISGroup trading account from 'Phenna Group' and described as 'Deposit Phenna Group Aus 1C Loan'. … On 29 June 2026, $200,000 was received from 'Phenna Group' and described as 'Deposit Phenna Group Aus IC Loan'. On 29 June 2026, $400,000 was received from 'Phenna Group' and described as 'IC loan'. On 30 June 2026, $400,000 was received from 'Phenna Group' and described as '1C loan'. … 58 Rullo July Affidavit, pars 11 - 19. 59 Rullo July Affidavit, pars 22 - 30, with references to annexures removed. -- 25 of 46 -- [2026] WASC 304 GETHING J Page 26 None of the advances referred to above was authorised in advance by a resolution of the Board passed at a meeting convened on notice to all directors, and no executed loan agreement for any of them has been produced to me. Each exceeded the limits on the incurring of debt in the Delegation of Authority Policy approved by the ISGroup board on 22 October 2025, a copy of which is PJR-53 to my affidavit sworn 12 June 2026. (For ease of reference, the last paragraph quoted is paragraph 30). 6.2 Amended Phenna Order 60 In the Plaintiffs' Third Submissions, the basis on which the restraint in the Amended Phenna Order is sought, is explained in the following terms:60 The restraint is justified because there is a serious question to be tried that the company's affairs are being conducted oppressively; because damages are not an adequate remedy (the plaintiffs' relief being the compulsory purchase of their shares at a value the impugned decisions are steadily diminishing); and because the balance of convenience favours restraints anchored in the board's own delegation-of-authority limits until trial. 61 And:61 In substance, the plaintiffs seek to hold the first defendant, and those through whom it acts, to the decision-making disciplines that ISGroup's own board adopted in October 2025, pending the determination of a claim in which the plaintiffs' principal remedy is the purchase of their B shares at a value reflecting the business the defendants now control. 62 In the Plaintiffs' Third Submissions, counsel explains the link between the B shares held by the Plaintiffs and the ongoing financial performance of the business:62 The B shares carry no dividend rights. Their value lies in a Preference Amount calculated as a multiple of audited EBITDA, realisable through put and call options exercisable from 1 January 2031, with the multiple tiered by EBITDA growth and margin… The buy-out price for the minority therefore turns on the financial performance of a business now under the exclusive practical control of the defendants. 63 In the Plaintiffs' Third Submissions, counsel outlines in some detail nine bases on which it is said that there is a serious question to be 60 Plaintiffs' Third Submissions, par 2. 61 Plaintiffs' Third Submissions, par 5. 62 Plaintiffs' Third Submissions, par 7 (reference omitted). -- 26 of 46 -- [2026] WASC 304 GETHING J Page 27 tried, each of which is said to be substantially documented in the 'defendants' own communications. For present purposes, and with one exception, it is sufficient to identify them by the thematic headings used:63 (a) exclusion from the board; (b) entrenchment by circulating resolution; (c) information blackout; (d) management decisions outside authority (by reference to the October Policy Document); (e) self-interested financial engineering (again with reference to the October Policy Document); (f) abandonment of the agreed growth strategy; (g) pretext for the removal of Mr Mellon; and (h) governance by DocuSign. 64 The exception is point (d), which it is instructive to refer to in more detail as it again emphasises the centrality of the October Policy Document to the Plaintiffs' position:64 The Delegation of Authority Policy adopted by the ISGroup board on 22 October 2025 reserves to the board capital expenditure on operational equipment above $500,000 and contract commitments above $50,000, and confines an executive leadership team member to $100,000 for equipment and $15,000 for software … Against those limits, and with no authorising board resolution in evidence: (a) Project Helix was discontinued at a cost of $1.6 million written off and approximately $1.1 million in exit liabilities; (b) the $3.3 million TM3 acquisition, described by the Chair on the record as 'approved and proceeding', was 'paused' without a resolution either way; (c) Project Moleman was terminated; and (d) a redundancy programme removed 31 positions. 63 Plaintiffs' Third Submissions, pars 12 - 41. 64 Plaintiffs' Third Submissions, pars 21 - 23 (references omitted). -- 27 of 46 -- [2026] WASC 304 GETHING J Page 28 Each was effected by or under Mr Westaway, an appointee whose own office and remuneration rest on no produced resolutions. 65 In oral submissions, counsel for the Plaintiffs emphasised that a key premise in their argument is that the affairs of the ISGroup are the affairs of PG Rocket. The way in which the affairs of the ISGroup are conducted is capable of amounting to oppression in the conduct of the affairs of PG Rocket. This is made clear in the constitution of PG Rocket which, in clause 8.1, provides:65 Subject to the Corporations Act and any applicable law, an Investor Director may act in accordance with a direction from and may have regard to and represent the interests of the Ordinary Shareholder(s) who appointed him in performing their duties or exercising any power, right or discretion as a Director. 66 The Plaintiffs' case is that:66 (a) the economic value of the B share can only be released as capital; (b) their principal remedy is an order pursuant to CA s 233(1)(e) for the purchase of their B shares; (c) since the Plaintiffs' case is that the Investment Agreement has been terminated, that value is now to be realised through a buyout the Court orders under CA s 233, not through the Investment Agreement's put and call options, and the preservation of PG Rocket's present value pending that order is correspondingly more important; (d) on such a purchase, where the acquirer is the controller obtaining complete control, no minority discount is appropriate and the valuation must reflect the special value of control to the acquirer;67 and (e) the oppression remedy addresses the position as it stands at the hearing.68 65 Rullo COR 48 Affidavit, PJR-9 page 473. 66 Plaintiffs' Third Submissions, par 46, 47; oral submissions. 67 Citing: MMAL Rentals Pty Ltd v Bruning (2004) 63 NSWLR 167 [78], [96] - [97], [100], [107] (Spigelman CJ). 68 Citing: Crawley v Short [2009] NSWCA 410; (2009) 262 ALR 654 [157] - [158] (Young JA, with whom Allsop page and MacFarlan JA relevantly agreed). -- 28 of 46 -- [2026] WASC 304 GETHING J Page 29 67 Then:69 It follows that every impugned decision operates directly on the subject matter of the final relief. The write-off of Project Helix, the abandonment of the acquisition pipeline, the depletion of senior management, the loading of the balance sheet with disputed interest- bearing shareholder debt, and a redundancy programme run against a forecast second-half revenue decline of 30 to 40 per cent,44 each diminish, in ways not readily quantifiable, the EBITDA and the enterprise value from which the plaintiffs' exit price is derived. 68 The submission is then made that the evidence is to the effect that the funding of the ISGroup lies within the control of the majority shareholder, through discretionary and undocumented intra-group support. If that support is withdrawn or converted into further secured or interest-bearing claims, damages against a United Kingdom controlled counterparty will be an illusory remedy.70 69 For those reasons it is submitted that damages are unlikely to be an adequate remedy, and the interlocutory decision bears directly on the value that is the subject of the final relief. 70 As to the balance of convenience, it is said to strongly favour the grant of relief for six reasons:71 (a) The restraints substantially replicate the board-approved status quo. The $500,000 and $50,000 thresholds are the board's own Delegation of Authority limits; the orders would restore the authorisation disciplines the companies adopted for themselves, with a consent or court-order safety valve. Ordinary-course trading beneath the thresholds is untouched… (b) On the defendants' own case the restraint costs them little: Phenna's stated position is that M&A is 'paused' for 2026, and the 'stabilisation' programme is said to be substantially implemented… (c) The evidence of propensity is concrete and current: a further $2 million shareholder loan is proposed for June 2026; the $3.3 million TM3 decision sits 'paused', capable of revival or abandonment at any time without a resolution; the Helix exit costs remain under negotiation; and the registered-office and subsidiary-director changes of 5 to 10 June demonstrate the majority's willingness to act by circulating resolution without notice. The further Phenna borrowing of up to $2 million has 69 Plaintiffs' Third Submissions, par 47. 70 Plaintiffs' Third Submissions, par 48. 71 Plaintiffs' Third Submissions, par 51 (references omitted). -- 29 of 46 -- [2026] WASC 304 GETHING J Page 30 since been approved by the Investor Directors at the 30 June 2026 meeting… (d) The board will not protect the position: a standstill was proposed but the Investor Directors proposed its rejection en bloc by pre-signed circulating resolution, and at the meeting of 30 June 2026 the majority carried that ratification on the Investor Directors' votes and voted down the standstill and each of the Manager Directors' governance and information motions…. (e) The orders operate on the first defendant, and those through whom it acts, in respect of six defined categories of decision. They do not place the plaintiffs in management, do not require the defendants to do anything, and mirror what a properly functioning board would require in any event. Several of the defendants are themselves B-class shareholders, who share the plaintiffs' interest in preserving the value and stability of the companies that the restraints protect. (f) The plaintiffs have given the usual undertakings as to damages. 71 As to the relief sought:72 The orders are framed to operate against the first defendant, PG Rocket, whether by itself or by its directors, officers, servants or agents. That formulation spares the Court from resolving, on an interlocutory application, the anterior questions of the status of Mr Gray and Mr Westaway, the plaintiffs' case being that Mr Gray was not validly appointed a director and that Mr Westaway acts as Acting Managing Director without a valid appointment. 6.3 Amended Mellon Order 72 In the Rullo July Affidavit, Mr Rullo deposes that there is planned to be a meeting of the shareholders of PG Rocket to vote on a resolution to remove Mr Mellon as director:73 At 8:46pm on Saturday 11 July 2026, Mr Coleman circulated a Notice of General Meeting of PG Rocket Holdings, convening a meeting on 3 August 2026 to remove Roy Mellon as a director by ordinary resolution… The Notice of General Meeting was circulated 11 days after the closed session of the 30 June Board meeting, from which Mr Mellon and I were excluded and which Mr Coleman introduced as concerning 'protective measures'. No reasons for the proposed removal are given, and neither Mr Mellon nor I was consulted before it was circulated. The Notice asserts that Mr Mellon ceased to be entitled to be a Manager Director 'under the Investment Agreement' because he 72 Plaintiffs' Third Submissions, par 61. 73 Rullo July Affidavit, par 31, with references to annexures removed. -- 30 of 46 -- [2026] WASC 304 GETHING J Page 31 ceased to be an employee 'for cause' and relies on rule 24.2 of the Constitution. Under rule 44 of the Constitution the holders of the Ordinary Shares and A Shares exercise 75 per cent of the votes at a general meeting and the holders of the B Shares 25 per cent, so the plaintiffs cannot defeat the resolution. 73 In relation to the removal of Mr Mellon, the Plaintiffs submit:74 Most recently, on 11 July 2026, eleven days after the closed session of the 30 June meeting from which the Manager Directors were excluded, Mr Coleman, signing as an Investor Director, convened a general meeting of PG Rocket Holdings for 3 August 2026 to remove Mr Mellon, the remaining Manager Director, as a director by ordinary resolution …. The notice gives no reasons and the Manager Directors were not consulted. It asserts that Mr Mellon 'ceased to be entitled to be a Manager Director … under the Investment Agreement' because he ceased to be an employee 'for cause', and relies on rule 24.2 of the Constitution, yet the 'for cause' premise is the very question in issue in Mr Mellon's proceeding CIV 1553 of 2026, so the resolution would pre-empt a contested claim. Under rule 44 of the Constitution the Ordinary and A shares carry 75 per cent of the votes at a general meeting and the B shares only 25 per cent, so the minority cannot defeat the resolution. Coming when it does, from a session the minority was excluded from and whose record is withheld, the step is the clearest illustration of the majority moving to complete the exclusion of the minority from the management of the company. As the meeting is set for 3 August 2026, after the hearing of this application, it remains within the power of the Court to restrain it, and the amended minute seeks an order restraining the defendants from resolving, in general meeting, to remove Mr Mellon pending trial. These submissions are reiterated in the submissions in reply filed 25 July 2026. 74 Counsel for the Plaintiffs referred to the effect of the Investment Agreement and the constitution of PG Rocket set out at [40] to [47]. Counsel then made the point that the central issue in dispute in CIV 1553 of 2026 is whether Mr Mellon was terminated for cause. There is at least a serious question to be tried that he was not terminated for cause, so there is a clear justification for the Amended Mellon Order to preserve the status quo. 74 Plaintiffs' Third Submissions, pars 42 - 44 (references omitted). -- 31 of 46 -- [2026] WASC 304 GETHING J Page 32 7. PG Rocket's position 7.1 Amended Phenna Order 75 The June Benterrak Affidavit contains two facts. The first is that the minutes of a meeting of the directors of ISGroup on 27 October 2025 are annexed (IS October Minutes). The second is that Ms Benterrak is informed by Mr Gray (and believes) that the board of directors of PG Rocket did not hold a meeting in October 2025. 76 Counsel for PG Rocket noted that the company may not ultimately have much to say in relation to the final relief sought in the proceeding, which proceeding arises from what is, in substance, a dispute between two of its minority shareholders (the Plaintiffs) and the majority shareholder (Phenna). In simplistic terms, it is said, PG Rocket does not ultimately have an interest in who its shareholders might be. Counsel for PG Rocket, without conceding the point, did not seek to be heard as to the underlying allegations made by the Plaintiffs to the effect that the affairs of PG Rocket are being conducted in an oppressive manner. 77 The issue of real interest to PG Rocket is that in the Amended Application, the Plaintiffs seek orders which would impact on the operation and governance of PG Rocket and its wholly owned operating subsidiary, ISGroup (which, it is noted, is not a party to the proceeding). Its position is that the Court should not grant the interlocutory relief sought by the plaintiffs in the Amended Phenna Order. 78 Counsel makes four main points in opposition to the Amended Phenna Order. 79 The first is that Plaintiffs have failed to join all necessary parties, and the amended relief sought by way of the Amended Application has not cured this defect. Specifically, ISGroup is not joined. PG Rocket submits that the relief sought would be largely ineffective to prevent ISGroup from conducting its business as it sees fit having regard to the fact that ISGroup has its own board of directors who would not be prevented from making decisions with respect to the conduct of ISGroup's business independently of PG Rocket. Neither is Mr Westaway joined in his own right (he is the fifth defendant in his capacity as trustee for the Westaway Family Trust, one of the minority shareholders). To the extent that the Plaintiffs complain of decisions made by Mr Westaway, who is an employee of ISGroup, but do not -- 32 of 46 -- [2026] WASC 304 GETHING J Page 33 make such complaints against its directors or a director of PG Rocket, the relief sought would not prevent that conduct in the future. 80 The second is the submission that what I have defined as the October Policy Document has been approved by the Board of ISGroup is not supported by the evidence. There is no evidence that the October Policy Document was approved at the October 2025 ISGroup Board Meeting. The minutes of that meeting do not record any approval of the October Policy Document by the board of ISGroup.75 They also record that the prior meeting was on 29 September 2025. Rather, it is clear from the face of the document that the October Policy Document was approved only by Mr Mellon in his capacity as managing director of ISGroup at the relevant time, or perhaps the 'Executive Leadership' team.76 Mr Rullo had the opportunity in the July Rullo Affidavit to address the evidence in the June Benterrak Affidavit. However, he chose not to do so, merely making a passing reference which I have quoted at [59]. As such, the premise relied upon by the Plaintiffs that the restraints sought are 'anchored' in the board of PG Rocket's own 'delegation-of-authority limits' is simply not correct. 81 The third is that, even if there was some sort of approval of the October Policy Document, it does not purport to bind the Board of PG Rocket or ISGroup, or to restrict the manner in which they can make decisions, in any way. This is because: (a) a decision of the ISGroup Board to adopt the October Policy Document (which PG Rocket says does not exist) could not bind the board of PG Rocket; (b) the wording of the October Policy Document does not, on its face, purport to bind the Board of ISGroup, let alone the Board of its parent, PG Rocket; (c) in any event, there is nothing in the October Policy Document that purports to place any limit on the decisions that can be made by the Board of ISGroup, let alone the Board of PG Rocket; and (d) there is no provision in the October Policy Document that requires that PG Rocket or ISGroup obtain the consent of the 75 June Benterrak Affidavit, RJB-1. 76 Rullo June Affidavit, PJR-53 page 1333. -- 33 of 46 -- [2026] WASC 304 GETHING J Page 34 Plaintiffs (who are not directors of ISGroup), or any other shareholder, before making any decision at a board level. 82 The submission is made 'the voting rights at a board and shareholder level were the outcome of a negotiated commercial transaction pursuant to which the B Class shareholders received tens of millions of dollars. It does not now lie in the mouths of two of the minority shareholders to complain that they do not have, in effect, a veto right on a range of transactions, having pocketed substantial sums of money'.77 83 The fourth is that the submission that damages would not be an adequate remedy is irrelevant in the circumstances of this application. This is because, by their originating process, the Plaintiffs do not seek damages in these proceedings. In any event, there is no evidence that any of the decisions which the Plaintiffs seek to impugn have had a deleterious effect on the value of the B Class shares. It is a matter of mere assertion that should be given no weight. Similarly, there is no evidence that qualified business valuers could not place a value on the B Class shares based on assumptions that certain decisions had not been made. 84 In relation to the claims for oppression based on an 'information blackout', counsel referred the court to correspondence identifying the volume of the requests made and the efforts made by the Investor Directors to manage those requests. 7.2 Amended Mellon Order 85 In relation to the Amended Mellon Order, counsel referred to the defence which ISGroup filed in CIV 1553 of 2026 (I was provided with a copy of this and the statement of claim). Counsel invited the court to read the defence, in particular the concerns identified in Annexure A. 8. Phenna's position 8.1 Amended Phenna Order 86 Bringing together the oral and written submissions, Phenna's position is that there are seven reasons why the court should decline to make the Amended Phenna Order. 77 PG Rocket Submissions, par 29. -- 34 of 46 -- [2026] WASC 304 GETHING J Page 35 87 The first that in the Phenna Supplementary Submissions, counsel goes into some detail as to why the matters identified by the Plaintiffs (set out in themes in [63]) do no establish a prima facie case of oppression. For reasons which I will shortly elaborate, I do not need to consider these submissions in detail in order to determine the present application. 88 The second is that the Plaintiffs have not proven on the balance of probabilities that the board of ISGroup approved what I have described as the October Policy Document. Counsel invited the court to use, by analogy, the fact finding framework used in a summary judgment application. In that context, the court is not bound to accept uncritically as raising a dispute of fact calling for further investigation every statement in an affidavit, however equivocal, lacking in precision or inconsistent with contemporary documents or other statements by the deponent.78 The court, in the present case, is not bound to uncritically accept Mr Rullo's evidence that the October Policy was approved by the Board of ISGroup on 22 October 2025. Counsel reiterated the matters I have set out at [80]. Counsel also invited the court to place little weight on Mr Rullo's evidence given that he did not squarely address the evidence in the June Benterrak Affidavit when he had the opportunity to do so. 89 The third reason is that there no factual basis for the court to impose the restraints sought. There is no evidence that there have been decisions made by the board of either PG Rocket or ISGroup falling within paragraphs 2.1.1 or 2.1.2 of the Amended Phenna Order which are alleged to constitute oppressive conduct. As to paragraph 2.1.5, the there is no evidence that there is any proposal to make any changes to the constitution of ISGroup. As to paragraph 2.1.6, the registered office of PG Rocket has already been altered and there is no evidence of any proposal to alter it again. Nor is there any evidence that the board of either PG Rocket or ISGroup is going to make a decision falling within the terms of the Amended Phenna Order in the future which can be characterised as being oppressive. In other words, the proposed restraints in the Amended Phenna Order do not address an identified risk of oppressive conduct. 78 Pisano v South Metropolitan Health Service [2023] WASCA 80 [52] (judgment of the court); Commonwealth Bank of Australia v Shada Pty Ltd [2025] WASC 200 [34] (Gething J); Manton Enterprises Pty Ltd (As Trustee for GPK No 2 Trust) v LT. Market St Pty Ltd [2021] WASC 4 [23] (Acting Master Strk) (Manton); Perpetual Trustee Co Ltd v Nikoloff [2020] WASC 389 [14] (Acting Master Strk) (Perpetual); Ansearch Ltd v Wavtech Pty Ltd [2006] WASC 184 [28] (Master Newnes) (Ansearch). -- 35 of 46 -- [2026] WASC 304 GETHING J Page 36 90 Nor is there any evidence that PG Rocket has in the past, or will in the future, 'cause' ISGroup to enter into any material contract or agreement or resolution falling within the restraints proposed, or at all. An injunction cannot lie against PG Rocket 'resolving to enter into any material contract or agreement or resolution' of the nature referred to as the evidence plainly establishes that it is no more than a holding company, it has never passed any such resolutions and there is no prospect of it ever passing such resolutions. Nor is there any evidence of PG Rocket (as a separate legal entity) having ever 'caused' its subsidiary ISGroup to enter into any contract, agreement or resolution at all, let alone of the nature referred to in the application. The evidence establishes that any contract, agreement or resolution entered into by ISGroup is as a result of a decision being made by employees of that company and/or its directors (acting qua directors of ISGroup, and not as directors of PG Rocket). Nor is there any basis to assert that the terms of the constitution of either PG Rocket or ISGroup gives rise to such a risk. 91 The fourth reason is that the restraints proposed in the Amended Phenna Order are not restraints that can or should be imposed. This has a number of bases. 92 It is not clear what the word 'causing' means, that is, what conduct by PG Rocket would constitute it 'causing' ISGroup to enter into a particular transaction. Nor is it clear what a 'material' contract is. It is critical that the terms of any proposed injunction be certain given the risk of contempt for non-compliance. 93 The proposed injunction requires a parent company to ensure that the affairs of its wholly owned subsidiary are conducted in a particular manner, giving the minority shareholders of the parent an effective veto on transactions of a particular type. Moreover, it does so in general terms and not by reference to a specific transaction or transactions which are said to be oppressive. The Plaintiffs have not identified any case in which an injunction with this effect has been made. Nor, as a matter of principle, could there be. There is no basis in law (or even the agreements between the parties) to give a minority shareholder in a parent company the power of veto over management decisions in a subsidiary. 94 Nor is there any obvious connection between the alleged oppressive acts and the conduct the Plaintiffs seek to restrain by way of the Application. The Plaintiffs refer to 17 alleged instances of -- 36 of 46 -- [2026] WASC 304 GETHING J Page 37 oppressive conduct. However, of those, only the fifth-last and last three have any direct connection to the activities that the Amended Phenna Order seeks to restrain. Rather, the Plaintiffs' chief complaint appears to be that they disagree with a number of commercial decisions that have been made. A difference of opinion between the Board members, with Mr Rullo and Mr Mellon ultimately being outvoted, is not an act of oppression. The Plaintiffs now seek to increase their influence on the Board's decisions by way of the Amended Phenna Order. 95 Insofar as the passing of a resolution is conditioned on an 'order of this Honourable Court', that impermissibly requires the Court to adopt an ongoing supervisory role with respect to commercial decision- making and improperly shifts the onus from the Plaintiffs (to satisfy the Court as to why something which is otherwise plainly within the power of the Board, should not be done) to the Defendants and others (to persuade the Court as to why something which otherwise is plainly within the power of the Board, should be permitted). 96 The fifth reason is that there is no evidence that the directors are in fact presently intending to do any of the things that the Plaintiffs seek to restrain (whether or not outside the limits in the authority matrix) and/or that to do so would be prima facie oppressive. Inherent in the Plaintiffs' justification is a suggestion that the directors who the Plaintiffs seek to restrain will act: (a) contrary to their fiduciary and statutory duties, including in a way that potentially exposes them to personal liability for insolvent trading; and (b) in the case of the Phenna nominees, contrary to the commercial interests of a majority shareholder that has very recently invested a significant amount of money to acquire a majority interest in PG Rocket and ISGroup. There is no evidence to support that suggestion. The submission is made that, without very strong evidence to support that suggestion, it should be rejected. The Plaintiffs' submissions on this point should be characterised as being entirely speculative. The Court should not grant an injunction to guard against a hypothetical risk.79 97 The sixth reason is that the balance of convenience does not favour the grant of an injunction. If the only orders sought were in fact 79 Harris v Liberal Party of Australia (WA Division) Inc [2003] WASC 243 [24] - [26], [30] (Scott J). -- 37 of 46 -- [2026] WASC 304 GETHING J Page 38 no more than to enforce the 'authority matrix', that would provide no practical remedy to the Plaintiffs since the Phenna appointed directors out-number those representing the Plaintiffs. The balance of convenience plainly lies against the making of such an order, alternatively such an order should not be made in the exercise of the Court's discretion as it would be futile. 98 The seventh reason is that there is no evidence that the Plaintiffs could not recover adequate economic compensation if successful in its oppression actions. The Plaintiffs say that the Amended Phenna Order should be made because, without them, there is a risk to the financial health of the companies, which may not be remediable by an award of damages.80 That submission overlooks the fact that the Plaintiffs' action is not for damages. Rather, in their originating process, the Plaintiffs seek an order that their shares in PG Rocket be purchased (by whom is not clear) or, alternatively, an order that PG Rocket be wound up. Counsel invites the court to accept, as a 'trite proposition' that, if successful, a 'buy out' order would reverse out the conduct held to be oppressive. Therefore, the question of whether damages will be an adequate remedy is irrelevant (or, at most, of little weight). In any event, there is no evidence of imminent financial risk. Rather, the evidence before the Court points the other way.81 99 The conduct which is alleged to constitute oppression (which I have quoted at [67]) has already occurred. If it is found to be oppressive, its financial impact will need to be quantified so that it can be reversed out. There is no expert evidence that this cannot occur, only the mere assertion that the diminution in value will be in 'ways not readily quantifiable'. In any event, this analysis will have to occur regardless of whether an injunction is granted in the terms sought. 100 In summary, the proposed restraint seeks to overlay a series of rights and obligations which the Plaintiffs and Phenna did not agree to. It goes well beyond, and does not seek to enforce, what these parties actually agreed to set out in the Investment Agreement, the constitution of PG Rocket and the constitution of ISGroup. 80 Plaintiffs' First Submissions, pars 10, 11; Plaintiffs' Supplementary Submissions, pars 6.6, 7. 81 July Benterrak Affidavit, RB-2 page 50. -- 38 of 46 -- [2026] WASC 304 GETHING J Page 39 8.2 Amended Mellon Order 101 Drawing together the written and oral submissions on behalf of Phenna, three points are made as to why the Amended Mellon Order should not be made. 102 The first is that there is no prima facie case that the termination of the employment of Mr Mellon by ISGroup was oppression in the conduct of the affairs of PG Rocket. There is nothing in the material to suggest that the proposed resolution is or would constitute oppressive conduct as against the shareholders (or any of them) as the intention of the meeting is to give effect to clause 24.1 of PG Rocket's constitution (which I have quoted at [46]). Counsel for Phenna also took the court through the provisions which I have set out at [40] to [47]. In any event, in CIV 1553 of 2026, Mr Mellon accepts that he has ceased to be an employee of ISGroup. In the statement of claim he pleads that the letter of 24 April 2026 purporting to summarily terminate his employment constituted wrongful termination and a repudiation of his employment contract, which he accepted on or around 26 April 2026. 103 The second is that the balance of convenience does not favour the grant of the Amended Mellon Order. The injunction is unnecessary to protect the status quo, which is that the Investor Directors have a majority on the Board (and are entitled to a majority vote in any event) - the removal of Mr Mellon would change the majority from 3:2 to 3:1, but that has no practical impact on the management of the company. 104 The third is that COR 79 of 2026 is not the appropriate action in which to seek the Amended Mellon Order. What is being sought is to restrain a shareholder of PG Rocket from acting in accordance with its constitution. The interlocutory relief should be sought in proceedings to enforce the constitution. 9. Are the Plaintiffs entitled to the Amended Phenna Order? 105 COR 79 of 2026 only alleges oppression in the conduct of the affairs of PG Rocket. It does not allege oppression in the conduct of the affairs of ISGroup, nor could it as the Plaintiffs do not have standing pursuant to CA s 234 to make such an application. Therefore, any interim relief in COR 79 of 2026 must be limited to responding to oppression in the conduct of the affairs of PG Rocket. However, as mentioned ([27]) the conduct of the affairs of PG Rocket can include the affairs of its wholly owned subsidiary. -- 39 of 46 -- [2026] WASC 304 GETHING J Page 40 106 The primary reason for considering whether the Plaintiffs have a prima facie case is to assess whether the Plaintiffs have shown a sufficient likelihood of success to justify the preservation of the status quo pending the trial. Ordinarily the purpose of granting an interim injunction is to preserve status quo pending trial. The status quo is that Phenna is the majority shareholder as a result of the Investment Agreement. It has control over the composition of the boards of PG Rocket and ISGroup. That control means that in practical terms its preferred approach to the management of those companies will prevail. This is subject to the duties which the individual directors owe and to a later determination that oppression has occurred. It is also subject to any agreement which the shareholders have made, including the two constitutions. 107 In an oppression case following an acquisition of a majority interest in a company, there can be a continuum of conduct in the affairs of the company from legitimate differences of opinion on how to optimally manage the company through to conduct which an objective commercial bystander would regard as unfair. I agree with the submission made by counsel for Phenna that the Plaintiffs' chief complaint appears to be that they disagree with a number of commercial decisions that have been made by the Board of PG Rocket. This suggests that what is underlying the dispute is a legitimate difference of opinion on how to optimally manage PG Rocket. This conclusion is supported by the fact that the remaining minority shareholders oppose the relief sought by the Plaintiffs. What is clear is that there has been a complete breakdown in the relationship between the Investor Directors and the Manager Directors. They are not now able to work constructively together. 108 For the purposes of determining the present application, I will assume (without deciding) that the actions taken which appear, on their face, to exclude the Manager Directors from taking part in the management of PG Rocket and to deprive them of information, raise a prima facie case that the affairs of PG Rocket are being conducted in a manner that is oppressive to the Plaintiffs as minority shareholders. These are more procedural matters. On the other hand, I am not satisfied that the Plaintiffs have made out a prima facie case that the commercial decisions made by the Phenna Directors are oppressive, that is, ones which an objective commercial bystander would regard as unfair (as opposed to legitimate differences of opinion). -- 40 of 46 -- [2026] WASC 304 GETHING J Page 41 109 Even with the assumption in [108], I am not satisfied that the Plaintiffs are entitled to the Amended Phenna Order. This is for four reasons. 110 The first reason is that there is insufficient evidence that the October Policy was approved by the board of either PG Rocket or ISGroup to warrant it being used as the basis for interim relief. In this regard, I accept the submissions made by counsel for each of PG Rocket and Phenna ([80] and [88]). I do not accept the argument by counsel for the Plaintiffs that, even if not formally adopted, it represented the considered view of the ISGroup as to its delegation framework. It may be taken as the considered view of the management of the ISGroup as to its delegation framework (including when Mr Mellon would refer a matter to the board), but there is no evidence of any board approval. So it is not the case that the Plaintiffs are seeking an injunction to compel PG Rocket to ensure that its directors adhere to a policy which they had previously enshrined (and leaving aside the question of the power of the board of PG Rocket change or abolish such a policy). 111 The October Policy is the underlying premise of the Plaintiffs' position as they, in 'substance…seek to hold the first defendant, and those through whom it acts, to the decision-making disciplines that ISGroup's own board adopted in October 2025'.82 And that the 'restraints substantially replicate the board-approved status quo'.83 Once the premise falls away, so does the primary basis for the orders in terms of Amended Phenna Order. I add that the Plaintiffs are not seeking interim relief to compel Phenna to honour the terms of the constitution of PG Rocket. Nor is it seeking interim relief to compel PG Rocket to honour the terms of the constitution of ISGroup. 112 The second reason is that there is no evidence that there is a need to impose the restraints proposed in the Amended Phenna Order. I am not persuaded that there is a need for interim relief based on the solvency of PG Rocket or ISGroup as was initially asserted. Indeed, the Plaintiffs' Third Submissions goes into some detail as to the solvency and financial health of the ISGroup.84 The need for interim relief is now said to be to preserve the value of the Plaintiffs' shares the value of which is said to be steadily diminishing due to the impugned decisions identified in the materials before the court. In this way, the 82 Plaintiffs' Third Submissions, par 5. 83 Plaintiffs' Third Submissions, par 51. 84 Plaintiffs' Third Submissions, pars 34 - 38. -- 41 of 46 -- [2026] WASC 304 GETHING J Page 42 orders sought are said to preserve the subject matter of the litigation. However, I accept the submissions made by counsel for each of PG Rocket and Phenna that the specific restraints proposed do not purport to restrain identified conduct for which there is a prima facie case that it would be oppressive (to shorthand the language of CA s 232). There is no particular future act that is probably about to happen which is oppressive and which thus creates a need for injunctive relief. 113 This leads to the third reason, being that there is no jurisprudential basis for the orders sought. The court has the power in CA s 1324(1) to restrain a person from engaging in, or proposing to engage in, conduct which constitutes a contravention of the CA. So, it is open to the court in this case to make an order pursuant to CA s 1324(1) to restrain Phenna (relevantly including by its directors) from contravening CA s 232 (leaving to one side the issue of whether conduct by a majority shareholder coming within CA s 232 can properly be characterised as a 'contravention' of CA s 232). In order to do so, the Plaintiffs must make out a prima facie case that the conduct which Phenna proposes to engage in is oppressive. 114 I accept the submissions of counsel for Phenna and PG Rocket that the conduct sought to be restrained by the Amended Phenna Order is not conduct which, on its face, is oppressive. The Plaintiffs do not identify any specific conduct which Phenna proposes to engage in which would constitute a contravention of CA s 232. Rather, the regime sought to be put in place is prophylactic: it seeks to prevent Phenna at general level from engaging in conduct in the future that may or may not be oppressive conduct. It seeks to do so by giving the Plaintiffs a veto power over certain types of decisions by the boards of both PG Rocket and IS Group. That veto power goes well beyond the Plaintiffs' rights as shareholders of PG Rocket. Indeed, it is a power which even Phenna the majority shareholder does not have. It is not suggested that the veto power is based on the rights of the Plaintiffs pursuant to the Investment Agreement or the constitutions of PG Rocket or IS Group. Rather, the orders sought in the Amended Phenna Order in effect involves the creation of new rights, albeit on an interlocutory basis. 115 In the event of a dispute, the Amended Phenna Order calls on the court to adjudicate. The court would have to scrutinise the proposed decision to determine whether or not there is a prima facie case that, if made, the decision or its outcome would be oppressive (as this would -- 42 of 46 -- [2026] WASC 304 GETHING J Page 43 be the only basis in principle for denying approval for the transaction). Given the experience in the recent past, there could potentially be several such decisions arising out of each board meeting. This is my view would be 'an unwarranted assumption of the responsibility for the management of the company', something which the High Court says courts should avoid.85 116 I do not consider that CA s 1324(1) empowers the court to make order to prevent a party at a general level from engaging in oppressive conduct or to create new rights. It certainly does not empower the court to assume a level of responsibility for the management of a company. It follows that CA s 1324(1) does not provide a jurisprudential basis for the Amended Phenna Order. 117 The other jurisprudential basis intimated in the Plaintiffs' submissions is to preserve the subject matter of the litigation, invoking the inherent jurisdiction of the court.86 The subject matter of the litigation is said to be the value of the B shares held by the Plaintiffs. Their value is said to be depreciating as a result of the oppressive conduct of Phenna. However, this goes back to the issue in the preceding paragraphs. It is only a depreciation in value as a result of oppressive conduct by Phenna which could justify intervention on an interlocutory basis. There is no jurisprudential basis for the court to intervene to preserve the value of the B class share against depreciation as a result of commercial decisions made in the ordinary course of business. So, again this is not a jurisprudential basis for the court to intervene. 118 The fourth reason is that I do not accept that economic compensation which the Plaintiffs would receive if successful at trial would not be an adequate remedy. As set out at [28], if successful the B shares would be valued on the basis of putting the Plaintiffs in the same position as nearly as can be as if there had been no oppression. So if it is the case that the decisions found to be oppressive at trial have over time diminished the value of the Plaintiffs' shares, that diminution would be brought to account in assessing the value of the shares. There is no need to grant an injunction to ensure that the Plaintiffs, if successful, receive an adequate remedy. 85 Wayde v NSW Rugby League [1985] HCA 68; (1994) 180 CLR 459, 467 (Mason ACJ, Wilson, Deane and Dawson JJ). 86 Sino Iron [149]. -- 43 of 46 -- [2026] WASC 304 GETHING J Page 44 119 In any event, if the Plaintiffs are successful, the court will have to place a value on the acquisition opportunities which the Plaintiffs assert were not pursued to date as part of the oppressive conduct. So the proposed restraint will not obviate the need for the parties and the court to address what I accept will be difficult valuation issues. Moreover, the terms of the restraint in Amended Phenna Order would not prevent the board of ISGroup from in the future deciding not to pursue an identified acquisition opportunity (as the Plaintiffs have alleged it has done in recent months). So if there was a decision to not pursue an identified acquisition which was later found to have been oppressive, the impact of that decision on the buy out price would in any event have to be valued. 120 I add that in CIV 1554 of 2026 the Plaintiffs claim damages arising from Phenna's alleged 'renunciation' of the Investment Agreement. The loss and damage as set out in the endorsement to the writ is: … by reason of the termination of the Investment Agreement, the plaintiffs have suffered loss and damage, such damage including: 1.4.1 the loss of the implementation of the ISGroup Manager and Acquisition Plan that when implemented would have seen the value of the plaintiffs' B Shares increase to approximately $250,000,000.00; and 1.4.2 the loss of value of the plaintiffs' B Shares being for the first plaintiff, $47,394,268.68 and for the second plaintiff the sum of $2,642,279.21. The loss quantified here is the same loss in substance that is being claimed in COR 79 of 2026. The fact that the Plaintiffs have been able to quantity the loss of value of their B shares in CIV 1554 of 2026 undermines the assertion that this loss is not 'readily quantifiable'.87 10. Are the Plaintiffs entitled to Amended Mellon Order? 121 The remaining issue is whether the Plaintiffs are entitled to an order, in effect, preventing Mr Mellon from being removed as a director of PG Rocket. 122 I accept the submission by counsel for the Plaintiffs that the issue of whether Phenna as a shareholder of PG Rocket is entitled under its constitution to remove Mr Mellon as a director of PG Rocket turns on 87 Plaintiffs' Third Submissions, par 47. -- 44 of 46 -- [2026] WASC 304 GETHING J Page 45 whether he was dismissed for cause for the purposes of clause 24.2 of PG Rocket's Constitution. The agreed legal consequence of Mr Mellon being dismissed for cause is that he shall be removed as a director of PG Rocket. 123 I have reviewed the statement of claim and defence in CIV 1553 of 2026. It is not apparent to me that there is any basis for Mr Mellon to assert that he is entitled to judgment on a summary basis on the ground that ISGroup has no defence to the claim.88 The defence details the concerns said to found dismissal for cause. The unacceptable conduct identified in the particulars in Annexure A to the defence is of particular concern. If proven, this conduct may well constitute a sufficient basis for dismissal with cause without the need to rely on the remaining issues (which include financial mismanagement). Having said that, it is also not apparent to me that there is any basis for ISGroup to assert that the action should be dismissed summarily on the basis that it is frivolous or vexation, or that the ISGroup has a good defence on the merits.89 There are many factual issues which are appropriately determined at trial. 124 However, for present purposes, the question is not whether the Plaintiffs have made out a prima facie case that Mr Mellon was dismissed without cause or that there is a serious issue to be tried in CIV 1553 of 2026. The issue is whether interim relief should be granted in COR 79 of 2026, an oppression action. 125 I accept the position of the Plaintiffs that the removal of a managing director who is a nominee of a minority shareholder is capable, in particular circumstances, of amounting to an act of oppression. So I accept that the issue of whether the court should grant the Amended Mellon Order may be raised in COR 79 of 2026. 126 As I have already mentioned, in an oppression action, there is no basis to restrain future conduct unless the plaintiff has first made a prima facie case that the conduct sought to the retrained is oppressive. So in the present case, the Plaintiffs must make out a prima face case that Mr Mellon's dismissal was an act of oppression. And they have not. Especially having regard to the unacceptable conduct identified in the Annexure to the defence, I do not consider that an objective commercial bystander, being a reasonable director, would regard the actions of ISGroup in dismissing Mr Mellon as being oppressive to, 88 Pursuant to RSC O 16 r 1(1). 89 Pursuant to RSC O 16 r 1(1). -- 45 of 46 -- [2026] WASC 304 GETHING J Page 46 unfairly prejudicial to, or unfairly discriminatory against, the Plaintiffs. The actions of ISGroup in dismissing Mr Mellon may well be prejudicial to the Plaintiffs, but there is no reasonable basis for the assertion that the prejudice is 'unfair' given the conduct alleged against Mr Mellon. Accordingly, in COR 79 of 2026 there is no basis for the court to restrain the shareholders of PG Rocket for giving effect to the agreed legal consequence of Mr Mellon being dismissed for cause. 11. What final orders are appropriate? 127 These reasons are an ample basis for me to dismiss the Plaintiffs' application for interim orders in terms the Amended Application. The course best calculated to achieve justice between the parties in the circumstances of this particular case, pending the resolution of the uncertainty as to the Plaintiffs' entitlement to ultimate relief, is for the court to not disturb the status quo achieved by the transfer of shares pursuant to the Investment Agreement and the agreements recorded in the constitutions of PG Rocket and ISGroup. The question of whether the commercial decisions made by the Phenna Directors are oppressive will have to await determination at trial. 128 I will hear from counsel as to costs. I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia. CC Associate to the Hon Justice Gething 31 JULY 2026 -- 46 of 46 --