Peter’s American Delicacy Co Ltd v Heath (1939) 61 CLR 457

Facts: The case involved a resolution canceling one of two conflicting profit distribution provisions, challenged by minority shareholders.

Issue: Was the alteration valid despite creating conflict between members?

Held: The alteration was upheld. The High Court found it valid as long as it was not fraudulent or oppressive.

Key Judicial Statement: Latham CJ affirmed, “An alteration must not be fraudulent or oppressive; otherwise, it will be valid.”

💡 Leveluplaw: Alterations are generally valid if they are not fraudulent or oppressive, even if they create conflicts between members.