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Morris. John and Paul are directors and shareholders of blocsa Property Developments Fty Ltd {NPD}. a property development company which owns and operates a restaurant.

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Morris. John and Paul are directors and shareholders of blocsa Property Developments Fty Ltd {NPD}. a property development company which owns and operates a restaurant. Morris and John are brothers. John and Paul are 'iends and partners in an accounting nn. Morris is an unemployed artist and sole parent of three young children. The total number of issued shares in EDP is l(1,000 ordinary shares. Each shareholder has 2,000 shares. All the shares are tlly paid. NH} has been very successll but has not paid any dividends to its members for the last two years. Prots have instead been invested in further development projects. Monis' wife has recently died and he is very short of money to look after his family. He approaches John and Paul and asks them to consider whether NPD could begin to pay dividends again to its members. John and Paul retse to consider Mcrris' request as it would upset the \"long- term goals of RFD.\" Morris is upset by this response and announces that he wants to sell his shares. John and Paul refuse to buy him out and demand that Morris resign as a director because he has lost his objectivity. Morris resigns reluctantly. He asks to see NPD's most recent set of nancial statements. John and Paul refuse to provide the infonnation. Morris discovers accidentally that HFD has been paying large \"management fees\"I to John and Paul's accounting rm. Morris consults you as his legal adviser. He wants to lmow: (i) Should he bring a derivative or personal action against John and Paul? What factors should he take into account in making this decision? ldentiy whether there is a derivative action [proceedings on behalf of the company) and explain the relevant law applicable. (ii) If he brings a personal action, should he bring it under the general law or make an oppression claim under 5.232? What factors inuence your recommendation? What evidence in the question is relevant to deciding if oppression exists? (iii) What orders should he seek

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