Keays v J P Morgan Administrative Services Australia Limited [2012] FCAFC 100

Keays v J P Morgan Administrative Services Australia Limited [2012] FCAFC 100

The job description as modified was incorporated into the contract, but JP Morgan’s removal of foreign exchange responsibilities, while a breach, was affirmed by Mr Keays, so no damages flowed. The proposal to move Mr Keays to a private side role was not repudiatory because it was not enforced. The requirement that Mr Keays sign a release before payment did not result in losses as entitlements were ultimately paid. The claim for misleading or deceptive conduct failed as JP Morgan had reasonable grounds for its representations. Mr Keays was not contractually entitled to restricted stock units upon termination as vesting was contingent upon continued employment. The costs appeal also...

Jurisdiction
Australia
Judgment Date
12 July 2012
Procedural Posture
Appeal / Appeal Determination and Costs Appeal
Outcome
Both appeals dismissed.
Legal Topics
['repudiation of Contract' 'breach of Contract' 'misleading or Deceptive Conduct' 'interpretation of Employment Contract' 'bonus Entitlements' 'indemnity Costs']
['contract Law' 'employment Law' 'trade Practices'] ['repudiation of Contract' 'breach of Contract' 'misleading or Deceptive Conduct' 'interpretation of Employment Contract' 'bonus Entitlements' 'indemnity Costs']

Case Brief

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Procedural Posture

Appeal / Appeal Determination and Costs Appeal

Legal Issues

  1. 1 ["Whether the modified job description formed part of Mr Keays' employment contract" 'Whether removal of foreign exchange sales responsibility/attempt to move to private side/conditional payments constituted repudiation of contract' 'Whether Mr Keays affirmed the contract after any repudiation' "Whether JP Morgan's conduct was misleading or deceptive under ss 52 and 53B of the Trade Practices Act 1974 (Cth)" 'Whether Mr Keays was entitled to restricted stock bonus on termination' 'Appropriate basis for costs order']

Ratio Decidendi

The job description as modified was incorporated into the contract, but JP Morgan’s removal of foreign exchange responsibilities, while a breach, was affirmed by Mr Keays, so no damages flowed. The proposal to move Mr Keays to a private side role was not repudiatory because it was not enforced. The requirement that Mr Keays sign a release before payment did not result in losses as entitlements were ultimately paid. The claim for misleading or deceptive conduct failed as JP Morgan had reasonable grounds for its representations. Mr Keays was not contractually entitled to restricted stock units upon termination as vesting was contingent upon continued employment. The costs appeal also...

Court Disposition

Both appeals dismissed.

Orders

  • ["In NSD 575 of 2011: Appeal dismissed; Appellant to pay 85% of respondent's costs of the appeal." 'In NSD 928 of 2011: Appeal dismissed; Appellant to pay respondent’s costs of the appeal.']