Holyoake Industries (Vic) Pty Ltd v V-Flow Pty Ltd (No 2) [2012] FCA 530

Holyoake Industries (Vic) Pty Ltd v V-Flow Pty Ltd (No 2) [2012] FCA 530

The applicants are entitled to relief following the respondents' breaches of fiduciary, contractual, and statutory duties, including either an account of net profits made by V-Flow for the specified period or equitable compensation for loss of opportunity (but not both), with no allowance for skill or effort given the dishonesty involved. Statutory compensation under s 1317H of the Corporations Act is available to the applicants, but double recovery is precluded. The respondents are ordered to pay indemnity costs for the liability stage due to misconduct in discovery and conduct of the case.

Parties
First Applicant: Holyoake Industries (Vic) Pty Ltd ACN 082 572 174; Second Applicant: Holyoake Industries Ltd; First Respondent: V-Flow Pty Ltd ACN 135 579 323; Second Respondent: Jamie Robert Brown; Third Respondent: Bozidar (Chris) Matkovic; Fourth Respondent: Anthony Aloe
Jurisdiction
Australia
Judgment Date
25 May 2012
Procedural Posture
Civil / Post Liability; Determination of Relief and Costs
Outcome
Applicants entitled to relief with requirement to elect between account of profits and equitable compensation, and to indemnity costs for liability stage; final orders to be settled following election.
Legal Topics
Account of Profits, Statutory Compensation, Equitable Compensation, Damages, Fiduciary Duties, Election of Remedies, Indemnity Costs
Corporations Law Equity Remedies Account of Profits Statutory Compensation Equitable Compensation Damages Fiduciary Duties +2 more

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Parties

Holyoake Industries (Vic) Pty Ltd ACN 082 572 174

First Applicant

Holyoake Industries Ltd

Second Applicant

V-Flow Pty Ltd ACN 135 579 323

First Respondent

Jamie Robert Brown

Second Respondent

Bozidar (Chris) Matkovic

Third Respondent

Anthony Aloe

Fourth Respondent

Procedural Posture

Civil / Post Liability; Determination of Relief and Costs

Legal Issues

  1. 1 What relief is appropriate for breaches of fiduciary, contractual and statutory duties by respondents including account of profits, statutory compensation, damages, or equitable compensation; Whether an allowance for personal skill and industry should be made; Entitlement to indemnity costs based on respondent conduct

Ratio Decidendi

The applicants are entitled to relief following the respondents' breaches of fiduciary, contractual, and statutory duties, including either an account of net profits made by V-Flow for the specified period or equitable compensation for loss of opportunity (but not both), with no allowance for skill or effort given the dishonesty involved. Statutory compensation under s 1317H of the Corporations Act is available to the applicants, but double recovery is precluded. The respondents are ordered to pay indemnity costs for the liability stage due to misconduct in discovery and conduct of the case.

Court Disposition

Applicants entitled to relief with requirement to elect between account of profits and equitable compensation, and to indemnity costs for liability stage; final orders to be settled following election.

Orders

  • On or before 8 June 2012 the parties file and serve minutes of orders which give effect to the reasons for judgment.
  • Respondents to pay applicants' costs of liability stage on indemnity basis.