Powered by
MOMENTUM
MEDIA
The director of Coutts Lawyers & Conveyancers who accused her colleagues of oppressive conduct over plans to sell the business has failed in a bid to stop the proposed sale, with the Federal Court dismissing her application for an injunction.
Three owners of a law firm have become involved in a legal dispute over plans to sell the business after their working relationship broke down.
Coutts Lawyers & Conveyancers owners, Adriana Guider, Luisa Gaetani and Karena Nicholls, were embroiled in a conflict regarding their firm’s proposed sale, with Justice Brigitte Markovic of the Federal Court dismissing Nicholls’ application.
Following a breakdown in their professional relationship in August 2025, Guider and Gaetani had urged to demerge or sell parts of the law firm in September and valued the business at about $10.3 million; however, Nicholls opposed the plan and argued that the plan was “unfair and oppressive”.
In December 2025, Guider and Gaetani commenced a proceeding against Nicholls, accusing her of oppressive conduct and seeking to transfer the personal injury division to her, have her resign and obtain an independent valuation of the business.
In April 2026, the law firm began attempting to sell the business, with an agent later receiving offers from potential buyers, while Nicholls raised concerns about being excluded from discussions with prospective purchasers.
In October 2026, Guider also offered $1.3 million to purchase the goodwill and office fit out, prompting a meeting to vote on the competing offers, although one of the prospective purchasers later withdrew from the process.
Guider explained that if purchased, her offer included that Nicholls would not be offered employment.
Guider was also concerned about Gaetani’s worsening financial position, as she was struggling to repay a NAB loan with approximately $1.3 million outstanding, feared bankruptcy and losing her home, and said she would leave the firm if the sale did not proceed.
Nicholls brought a court order under the Corporations Act to stop the proposed sale from happening, claiming that it could potentially disadvantage her, with the court required to consider whether she had a strong case, whether financial compensation was sufficient and whether stopping the sale was reasonable.
Nicholls had argued that Guider and Gaetani unjustly excluded her from decisions, stopped dividends and pushed to sell the firm despite her objections, to which Justice Markovic had agreed with Nicholls’ sentiment that there was a “serious question” to be tried.
Justice Markovic ultimately refused Nicholls’ application, finding that “damages are an adequate remedy” if the Coutts Business was sold at an undervalue.
The judge considered that stopping the sale could cause greater harm to Guider, Gaetani and the business, particularly given the deterioration in their relationship with Nicholls and the risk of the business contracting.
Justice Markovic found no reason to depart from the usual rule that the unsuccessful party must pay the other side’s costs.
Nicholls’ application to stop the sale of the Coutts Business was dismissed, and she was ordered to pay the legal costs of Guider and Gaetani.
Citation: Guider v Coutts Lawyers & Conveyancers Pty Ltd, in the matter of Coutts Lawyers & Conveyancers Pty Ltd [2026] FCA 1679
