Charltons CJC Pty Ltd v Fitzgerald [2013] NSWSC 350

Charltons CJC Pty Ltd v Fitzgerald [2013] NSWSC 350

Post-employment contractual restraints were enforceable but required to be read down to apply only to clients with whom the defendants (employees) had dealings in the last twelve months of their employment. The 'Terms of Employment' were incorporated into Fitzgerald's contract; the employer waived strict compliance with the method of acceptance; and adequate consideration existed for the replacement contract. The defendants were in breach of express and, concurrently, implied duties of fidelity but liability and damages for identified breaches would be determined in a further hearing. Defendants to pay 80% of plaintiff's costs to date.

Jurisdiction
Australia
Judgment Date
24 April 2013
Procedural Posture
Principal Judgment / Interlocutory Judgment Reserving Damages and Orders to Further Hearing
Outcome
Further hearing adjourned for identification of breaches and assessment of damages; costs ordered.
Legal Topics
['circumstantial Evidence' 'contracts—incorporation by Reference' 'employment Contract—waiver of Acceptance Method' 'restraint of Trade—reasonableness and Width' 'duty of Fidelity' 'fiduciary Obligations' 'breach of Contract' 'damages/account of Profits']
['contract Law' 'employment Law' 'equity' 'restraint of Trade'] ['circumstantial Evidence' 'contracts—incorporation by Reference' 'employment Contract—waiver of Acceptance Method' 'restraint of Trade—reasonableness and Width' 'duty of Fidelity' 'fiduciary Obligations' 'breach of Contract' 'damages/account of Profits']

Case Brief

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Procedural Posture

Principal Judgment / Interlocutory Judgment Reserving Damages and Orders to Further Hearing

Legal Issues

  1. 1 ['Were contractual restraints on solicitation and competition reasonable and enforceable?' 'Were the defendants in breach of their contractual and fiduciary duties?' "Did Fitzgerald's contract incorporate the 'Terms of Employment' and were the restraints supported by consideration?" 'Was the prescribed method of acceptance strictly required or waived?' 'Should damages or account of profits be ordered and how are breaches to be identified?']

Ratio Decidendi

Post-employment contractual restraints were enforceable but required to be read down to apply only to clients with whom the defendants (employees) had dealings in the last twelve months of their employment. The 'Terms of Employment' were incorporated into Fitzgerald's contract; the employer waived strict compliance with the method of acceptance; and adequate consideration existed for the replacement contract. The defendants were in breach of express and, concurrently, implied duties of fidelity but liability and damages for identified breaches would be determined in a further hearing. Defendants to pay 80% of plaintiff's costs to date.

Court Disposition

Further hearing adjourned for identification of breaches and assessment of damages; costs ordered.

Orders

  • ['Further hearing of proceedings adjourned to a date to be fixed.' 'Matter listed for directions on 3 May 2013.' 'Defendants to pay 80% of plaintiff’s costs of the proceedings to date, costs assessable forthwith.']