In the matter of Carbon Copies Composites Pty Ltd [2023] NSWSC 1039

In the matter of Carbon Copies Composites Pty Ltd [2023] NSWSC 1039

The orders should give effect to the findings in the Principal Judgment: Carbon Copies owned Property relating to the Aircraft created on or after 17 December 2018 and had an irrevocable licence to use such Property created before incorporation to the exclusion of Mr Hutchison, but no deed of transfer or further declarations of breach were necessary. Because the derivative claim and the misleading and deceptive conduct claim were substantial and separable, costs should be apportioned so that the Second Plaintiff pays the Second Defendant's costs of the misleading and deceptive conduct claim and the Second Defendant pays the First Plaintiff's costs of the balance of the proceedings....

Jurisdiction
Australia
Judgment Date
30 August 2023
Procedural Posture
Equity Corporations List; Consequential Orders / Consequential Orders and Costs Following Principal Judgment
Outcome
Orders and costs orders made
Legal Topics
['party/party Costs' 'indemnity Costs' 'calderbank Offers' 'derivative Claims' 'misleading and Deceptive Conduct Claim' 'company Property and Intellectual Property' 'fiduciary and Statutory Duties']
['costs' 'corporations' 'equity'] ['party/party Costs' 'indemnity Costs' 'calderbank Offers' 'derivative Claims' 'misleading and Deceptive Conduct Claim' 'company Property and Intellectual Property' 'fiduciary and Statutory Duties']

Case Brief

Summary, issues, holding and outcome

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Procedural Posture

Equity Corporations List; Consequential Orders / Consequential Orders and Costs Following Principal Judgment

Legal Issues

  1. 1 ['Whether the definition of Property in the orders should include qualifications or exclusions proposed by the Second Defendant.' "Whether declarations should be made as to Carbon Copies' ownership of Property created on or after 17 December 2018 and its licence in Property created before incorporation." 'Whether the Second Defendant should be ordered to execute a deed of transfer and licence.' 'Whether declarations of breach of fiduciary and statutory duties should be made.' 'What costs orders should be made where the First Plaintiff was substantially successful in the derivative claim and the Second Plaintiff was unsuccessful in the misleading and deceptive conduct claim.' 'Whether indemnity costs should be ordered by reason of Calderbank offers.']

Ratio Decidendi

The orders should give effect to the findings in the Principal Judgment: Carbon Copies owned Property relating to the Aircraft created on or after 17 December 2018 and had an irrevocable licence to use such Property created before incorporation to the exclusion of Mr Hutchison, but no deed of transfer or further declarations of breach were necessary. Because the derivative claim and the misleading and deceptive conduct claim were substantial and separable, costs should be apportioned so that the Second Plaintiff pays the Second Defendant's costs of the misleading and deceptive conduct claim and the Second Defendant pays the First Plaintiff's costs of the balance of the proceedings....

Court Disposition

Orders and costs orders made

Orders

  • ['The Second Defendant is permanently restrained from accessing, downloading, transferring, interfering with, disclosing, disseminating, altering, removing, deleting, copying, using, or commercially exploiting the Property other than in his role as a director and for the purposes of Carbon Copies Composites Pty...