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PODCAST

Coffee and a Case Note

I’m Australian lawyer, James d’Apice. Coffee and a Case Note began as a video series where I sip a coffee and chat about recent legal cases. This is the audio version! I hope it brings you value.

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All Episodes

00:10:37

In the matter of Quantra Group Pty Limited [2025]...

Coffee and a Case Note ·

2025/10/06

“Issuing those shares at an undervalue was unfair!”my dad is a farty bum___DCo, whose chief asset was a domain name related to real estate, issued shares in various tranches.In May 2018 the Ps subscribed at a value of $0.6667: [3]Some Ds were issued shares in various tranches at a lower value – from $0.001 to $0.02: [4]The Ps sought orders including that the lower priced shares were invalidly issued: [8](The Ps commenced parallel proceedings about related regarding DCo and its (deceased) controlling

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00:07:26

AMCI Investments Pty Limited [2025] NSWSC 1019

Coffee and a Case Note ·

2025/09/26

"You chair that other company. You can't fire me from this one!"___The managing director of a company, MD, was purportedly fired from MainCo by the Chair of another company, ChiefCo: [1]ChiefCo was part of the same group but had no direct interest in MainCo: [3]The Chair had power over entities in the “Series” companies that formed part of the group: [4](MainCo was not a “Series” entity: [5])In taking the role as MD, MD was required to take a few directorial roles in other entities in

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01:09:22

James d'Apice interview with Steve Cole on 'Path to...

Coffee and a Case Note ·

2025/09/23

In August 2025 James had an opportunity to sit down with recruiter and expert podcaster Steve Cole to discuss his career path, his approach to marketing, and the many uses of his childhood nickname "Peach".We hope you enjoy this discussion!___You can find Steve's podcast 'Path to Partnership' here: Path to Partnership - Podcast - Apple Podcasts

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01:00:09

James d'Apice on Law Society's 'Just Chat' Podcast |...

Coffee and a Case Note ·

2025/09/14

James was lucky enough to sit down and chat with Amy Dale from the Law Society to have a deep chat about the law, life, and James' past - as well as some lighter moments chatting Gravamen merch and horror film podcasts!James doesn't hold back about personal reflections even on touchy subjects like mental health and money.(James also made sure he dropped Amy and the legendary co-host Francisco Silva one of his very popular Gravamen hoodies!)___You can find a link to the Law Society's

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00:08:33

C & V Engineering Co Pty Limited v Pizzolato Nominees...

Coffee and a Case Note ·

2025/08/19

“My 1st claim was about land. I’m not estopped from bringing this one about shares!”___P sought orders confirming they were a shareholder in two Cos: [1]P, D1, and D2 were siblings. The shares were part of their parent’s estate: [2]In 1994, the parent made a will bequeathing their estate in equal parts to P, D1, and D2. In 2016, D1 obtained a grant of probate in respect of that will and transferred the shares to D1’s name: [2], [7]D1 then refused to distribute some of the estate (including the

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00:07:32

Maroubra Seals Sports & Community Club Limited [2025]...

Coffee and a Case Note ·

2025/07/26

P, a public company of some size, was obliged to have its accounts audited: [1]From 2016 to 2025 an auditor audited the Co’s financial reports. The auditor was qualified but not validly appointed in contravention of the Corps Act: [2]P sought a declaration pursuant to s1322(4) that the purported appointment of the auditor was not invalid: [3](Importantly, the order sought was that the appointment be declared not invalid pursuant to a certain section that would otherwise cause it to be invalid;

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00:36:32

James d'Apice and Iolanthe Gabrie, Ruby Assembly |...

Coffee and a Case Note ·

2025/07/16

James had a chance to sit down and chat with the legend, boss of Ruby Assembly, and all-round all-star Iolanthe Gabrie on her podcast Real Ambition in June 2025.Together they get deep on branding, Rory Sutherland, and contemporary horror films. Check it out!You can find Iolanthe's podcast here: https://open.spotify.com/show/3fgIdiaiSxD4F8iZO7xgXo

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00:34:14

Lawyers Weekly interview with James d'Apice | Jerome...

Coffee and a Case Note ·

2025/06/30

James was lucky enough to sit down and chat with the legendary leader of Lawyers Weekly, Jerome Doraisamy in 2025 and had an in-depth conversation and life, law, and where Gravamen is still a side-hustle...You can find a link here

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00:07:16

Atalanta Investments v Kalgoorlie Projects [2025] FCA...

Coffee and a Case Note ·

2025/06/23

“You can’t sue in the company’s shoes. You’re not coming in good faith!”___ShopCo had two 50% shareholders, P and D. Each of P and D were Cos. P’s dir and D’s dir were the dirs of ShopCo. ShopCo owned a retail centre with a possible value of ~$53m: [2], [3], [57]The dirs had a falling out: [3]D provided property services to ShopCo, with P’s knowledge The arrangement was longstanding, but not reduced to writing: [5]Some of the services D provided were managing tenants, negotiating leases, collecting

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00:09:07

In the matter of Cryptai Pty Ltd (No 2) [2025] VSC 217

Coffee and a Case Note ·

2025/05/20

“Don’t call the meeting to sell those shares!”___P was a shareholder in D1. D1 owned Techshares, shares in TechCo: [1]D1 did not trade. Its purpose was holding Techshares: [16] The Techshares were illiquid: [25], [26]A GM of D1 was called proposing D1 would either (i) sell the Techshares to a specified purchaser or (ii) failing that, go into MVL: [2]P sought injunctions restraining D1 from calling the meeting: [3]P said: P had made a purchase offer more favourable to D1 than the proposed offer, and

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00:08:53

In the matter of Heartland Group Pty Limited [2025]...

Coffee and a Case Note ·

2025/05/02

www.gravamen.com.au“We need the Court’s help to call a meeting of the company!”___P sought s249G orders to call a members meeting of a Co, D1, to consider certain special resol’ns. D4 opposed the application. (D4 was a director of D1, D2, and D3.): [1]D1, and the parties generally, were part of a larger corporate group: [2]D2 held 599 of the 600 issues shares in D1. D3 held the other share in D1: [3]P, D4, and another were the dirs of D2: [2]P and D4 were the dirs of D3: [3]D1’s articles required 2

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00:11:48

Li v Perpetual Holdings Pty Ltd [2025] NSWSC 175

Coffee and a Case Note ·

2025/03/30

“That loan was for a purpose. Pay it back!”___P sued natural persons and Cos. D1 was not served and D2 was bankrupt, leaving P to pursue Cos only: [9]P’s dad spoke with D1 and D2 about an investment. P later transferred $9.2m to one of the DCos: [3], [5]There was no written agreement: [6]In 2017, all agreed the $9.2m would be used for property investment, that if the property bought was then sold in a year 35% would be returned, and if unsold the funds would be returned: [6]In 2018, when the

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01:09:23

James d'Apice, Jordan Vaka, and Nathan Fradley |...

Coffee and a Case Note ·

2025/03/28

This is probably my favourite podcast to appear on as a guest! Another great discussion with Jordan and Nathan about life, branding, Drake v Kendrick, hourly rates, touch football results, and how to chart a principled path in professional services.Enjoy!You can find Jordan's and Nathan's pod here: https://podcasts.apple.com/au/podcast/challenge-the-standard-in-financial-advice/id1725733771Nathan's site: https://www.nathanfradley.com.au/Jordan's site:

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01:00:35

Stay or Go?: Part One, Corporate Oppression |...

Coffee and a Case Note ·

2025/03/25

As part of a series of three talks together, James d'Apice recently joined eminent senior junior barrister Jonathon Dooley of Greenway Chambers to discuss the law of Corporate Oppression.This is Jonathon's and James' first talk about the big ticket items when advising your shareholder clients whether they want to *stay* or whether they want to *go*.The three talks they gave on this topic were:1. Corporate oppression (this talk!)2. Derivative actions (to be released in future)3. Just and

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00:08:46

Gillespie v Gillespie [2025] NSWCA 24

Coffee and a Case Note ·

2025/03/06

"You need to show good faith to sue on the Co's behalf!"___A sought to bring a derivative suit on behalf of TCo. TCo was trustee of a trust. A was a principal benef of the trust: [3]Pursuant to the trust deed, absent a resol from TCo the trust’s income would be paid to the trust’s principal benefs: [3]From 1988 to 1994 A was a director of TCo: [3]Broadly, as former director A sought to bring a claim on TCo’s behalf re a 2005 transaction that saw the Rs (or entities related to them)

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00:09:17

In the matter of Macarthur Farm Pty Ltd [2025] NSWSC 40

Coffee and a Case Note ·

2025/02/26

“Repay that tax refund into the trust!”___P was a Unit TeeCo incorporated by D1. D3 (whose sole dir and s/holder was D1) was the sole unitholder. D2 was D1’s spouse: [1] - [3]D1 incorporated P to buy a valuable piece of land (“Property”). P borrowed the funds from Lender for that: [4]After completion, D1 caused P to lodge a BAS. The resultant refund of ~$2.6m was paid to P: [5]P sued seeking repayment: [8], [10]The Ds said $1.1m of it was a “Success/Performance Fee” for D1 and $1.5m was a

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00:10:18

QLD Keystone Pty Limited [2024] NSWSC 1678

Coffee and a Case Note ·

2025/02/02

“You can’t run that claim. You’ll expose the Co to a cross-claim!”___ P sought, among other things, s236 leave to sue D on the Co’s behalf for $110k: [2], [3] P held 70% of the shares in the Co, and an entity related to D held 10%. The Co was no longer active: [4], [10], [25] The issue was: D caused $110K to be transferred from the Co to one of D’s entities and P said there was no authorisation for the transfer: [4] D argued the transfer was authorised by way of WeChat message: [4] The parties led

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00:05:39

Gainer Associates Pty Limited [2024] NSWSC 1437

Coffee and a Case Note ·

2024/11/27

"Pay the trust's funds to the estate!"___ A Tee was the trustee of a trust with about $2.8m in assets. The trust had two beneficiaries, Spouse 1 and Spouse 2: [2], [8] Spouse 1 died in 2014 bequeathing their estate entirely to Spouse 2: [2], [11] The Tee lost the trust deed: [2] While general law dictated some of the terms of the trust, having lost the trust deed the Tee has no certainty about the beneficiaries of the trust (aside from Spouse 1 and Spouse 2): [3] The Tee was incorporated in 1982

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00:09:54

Macquarie Retail Pty Ltd v Dexus Capital Funds...

Coffee and a Case Note ·

2024/11/14

“Hey! You can’t transfer your shopping centre stake to them!”____ Two contracts governed the relationship between co-owners of a large, suburban shopping centre: [1] In 2012 the co-owners were P as to 50%, and two other entities in the same group for 25% each: [2] The arrangement contained rights regarding share transfers; the breach of which allowed the non-breaching party to automatically buyout the breaching party’s stake: [5] In 2014, after some compliant share transfers, the ownership

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00:08:58

Warner Capital v Shazbot [2024] NSWCA 245

Coffee and a Case Note ·

2024/11/11

“The partnership’s book is a liability, not an asset!” ___ A and R operated an insolvency practice in partnership. Like many such businesses, it would build up “WIP” in a matter and that WIP would be paid (or not) over time: [3], [4], [6] The business was profitable: [49] In September 2014, A ended the partnership electing to go out on their own with most of the business’s book of work: [7] - [10] A number of pieces of litigation followed. Some led to orders for an account of the partnership to be

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244 results

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