In the matter of 1derful Pty Limited (No 2) [2024] NSWSC 1670

In the matter of 1derful Pty Limited (No 2) [2024] NSWSC 1670

Orders were made to set aside the Business Sale Agreement, return the business, declare Fletch holds the business on trust for the 1derful Companies, award compensatory damages of $2 million (jointly and severally against Fletch, Mr Seymour and Mr Birch), award exemplary damages of $500,000 against Fletch, set aside the receivership appointment ab initio, restrain the use or transfer of proprietary code, and order costs (on ordinary basis) against Fletch, Mr Seymour and Mr Birch. Declaratory relief was otherwise declined for lack of utility or specificity. Set-off was left to be determined in any subsequent insolvency or enforcement context.

Parties
First Plaintiff: Luke Bunbury; Second Plaintiff: St. Jean CF Pty Ltd; Third Plaintiff: 1derful Pty Ltd (recs apptd); Fourth Plaintiff: The 1derful Group Pty Ltd (recs apptd); First Defendant: Fletch Capital Pty Ltd; Second Defendant: Craig Seymour; Third Defendant: Michael Birch; Fourth Defendant: Mitchell Warren Ball
Jurisdiction
Australia
Judgment Date
23 December 2024
Procedural Posture
Corporations/equity/consequential Orders / Post Final Judgment: Orders on Consequential Relief, Exemplary Damages, and Costs
Outcome
Orders made as per judgment: Declaration, setting aside of BSA, transfer of shares, injunction and destruction of proprietary code, receivership set aside, compensatory damages, exemplary damages, and costs.
Legal Topics
Breach of Fiduciary Duty, Statutory Unconscionability, Knowing Assistance, Conspiracy, Compensatory Damages, Exemplary Damages, Setting Aside Agreements, Receivership, Constructive Trust, Proprietary Remedies, Injunctions, Statutory Set Off, Costs
Corporations Law Equity Commercial Law Breach of Fiduciary Duty Statutory Unconscionability Knowing Assistance Conspiracy Compensatory Damages +8 more

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Parties

Luke Bunbury

First Plaintiff

St. Jean CF Pty Ltd

Second Plaintiff

1derful Pty Ltd (recs apptd)

Third Plaintiff

The 1derful Group Pty Ltd (recs apptd)

Fourth Plaintiff

Fletch Capital Pty Ltd

First Defendant

Craig Seymour

Second Defendant

Michael Birch

Third Defendant

Mitchell Warren Ball

Fourth Defendant

Procedural Posture

Corporations/equity/consequential Orders / Post Final Judgment: Orders on Consequential Relief, Exemplary Damages, and Costs

Legal Issues

  1. 1 Whether declarations should be made as to liability for breach of fiduciary duty, knowing assistance, statutory unconscionability, and conspiracy
  2. 2 Whether the Business Sale Agreement should be set aside
  3. 3 Entitlement to constructive trust and proprietary remedies

Ratio Decidendi

Orders were made to set aside the Business Sale Agreement, return the business, declare Fletch holds the business on trust for the 1derful Companies, award compensatory damages of $2 million (jointly and severally against Fletch, Mr Seymour and Mr Birch), award exemplary damages of $500,000 against Fletch, set aside the receivership appointment ab initio, restrain the use or transfer of proprietary code, and order costs (on ordinary basis) against Fletch, Mr Seymour and Mr Birch. Declaratory relief was otherwise declined for lack of utility or specificity. Set-off was left to be determined in any subsequent insolvency or enforcement context.

Court Disposition

Orders made as per judgment: Declaration, setting aside of BSA, transfer of shares, injunction and destruction of proprietary code, receivership set aside, compensatory damages, exemplary damages, and costs.

Orders

  • Declare Fletch Capital Pty Ltd holds on trust for 1derful Pty Ltd and The 1derful Group Pty Ltd the whole of the business transferred under the Business Sale Agreement of 3 October 2023.
  • Business Sale Agreement set aside as void.