Auditor's fiduciary duty to Pty minority ?

The articles of association of the private company bars the offer of the shares on the open market, and requires them to be offered to the existing shareholders;
where if no agreement on the price is achieved, the auditor should arbitrate.
Importantly, the idea that a small family Pty. does NOT follow the 'corporate veil' concept that applies to big companies; i.e. that Courts can't come to the rescue of and unhappy investor and that provided actions are according to the company rules [articles & memorandum] the majority must prevail; has only been establish for a few decades - especially when the minority was bequeathed his shares. And recent cases recognise that when the share holders are closely related, the 'quasi-partnership' principle applies. Which means that strong fiduciary duty applies between share holders, and the majority can't just extract all profits for their [self voted] directorship fees.
Against this background, and the minority's wrong admission that 'he didn't have any protection from the law', by way of pleadings in a will litigation related to the shares transfer, the majority were emboldended to unfairly screw the minority.
The Pty's assets are a rental commercial property. The majority offered the minority X for his shares - in writing. And later the auditor 'negotiated' and offered 2X, and told "even if its worth 10X, you'll never get paid that".
At the will rectification the Judge urged that the parties accept a neutral evaluation for a buyout, which is exactly what the minority wants/ed, but that Judge could NOT order this, since the case was about a will rectification and not share sales. The majority refused and were further emboldened.
IMO the auditor is just naturally following his pay masters: the majority controllers.
Q1: does the auditor, by law have a fiduciary duty to know that the articles gives him the responsibility to 'arbitrate' on the share price ?
Q2: is he not seen to be failing in his fiduciary duty when the neutrally evaluated price is multiples of the offered price, which he's put in hand writing ? Q3: could I sue him in small claims court, just as a warm up, and to establish 'their' thinking, before I apply for relief under the 'quasi partnership' principle ? == TIA.
Add pictures here
<% if( /^image/.test(type) ){ %>
<% } %>
<%-name%>
Add image file
Upload

BeanSmart.com is a site by and for consumers of financial services and advice. We are not affiliated with any of the banks, financial services or software manufacturers discussed here. All logos and trade names are the property of their respective owners.

Tax and financial advice you come across on this site is freely given by your peers and professionals on their own time and out of the kindness of their hearts. We can guarantee neither accuracy of such advice nor its applicability for your situation. Simply put, you are fully responsible for the results of using information from this site in real life situations.