Compaq Computer Australia Pty Ltd v Merry, Howard & Ors [1998] FCA 968

Compaq Computer Australia Pty Ltd v Merry, Howard & Ors [1998] FCA 968

Compaq did not establish a sufficient case that Hisoft or the respondents, acting as its directors or officers, intentionally or knowingly misled Compaq or were involved in deliberate breaches of fiduciary duty. The evidence showed, at highest, inadvertence rather than dishonesty or accessorial liability, and there was insufficient evidence that the respondents knew about or assisted in breaches. The 'no case' submission was upheld and the proceeding as to the Trade Practices Act and breach of fiduciary duty claims was dismissed with costs.

Parties
Applicant: Compaq Computer Australia Pty Ltd; Respondent: Howard Merry; Respondent: David Payes; Respondent: Colin Bunnett; Respondent: Michael Sharp; Respondent: Robert Bassat; Respondent: Alan Jeffrey Krass; Respondent: Ian Horman; Respondent: Greg Thomson
Jurisdiction
Australia
Judgment Date
14 August 1998
Procedural Posture
Civil / Judgment on 'no Case' Submission After Applicant Closed Its Case
Outcome
Proceeding dismissed with costs as to the Trade Practices Act and breach of fiduciary duty causes of action; one cause of action (not determined) was left outstanding for further procedural steps.
Legal Topics
Fiduciary Duties, Breach of Trust, Accessorial Liability, Misleading or Deceptive Conduct, No Case Submission
Equity Trade Practices Corporations Law Fiduciary Duties Breach of Trust Accessorial Liability Misleading or Deceptive Conduct No Case Submission

Case Brief

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Parties

Compaq Computer Australia Pty Ltd

Applicant

Howard Merry

Respondent

David Payes

Respondent

Colin Bunnett

Respondent

Michael Sharp

Respondent

Robert Bassat

Respondent

Alan Jeffrey Krass

Respondent

Ian Horman

Respondent

Greg Thomson

Respondent

Procedural Posture

Civil / Judgment on 'no Case' Submission After Applicant Closed Its Case

Legal Issues

  1. 1 Whether Hisoft contravened s 52(1) of the Trade Practices Act 1974 (Cth) (misleading or deceptive conduct) and whether respondents were knowingly involved in that contravention
  2. 2 Whether respondents procured or were knowingly involved in Hisoft's breach of fiduciary duty to Compaq under the agency agreement
  3. 3 Whether the 'no case' submission should be upheld without requiring respondents to elect not to call evidence

Ratio Decidendi

Compaq did not establish a sufficient case that Hisoft or the respondents, acting as its directors or officers, intentionally or knowingly misled Compaq or were involved in deliberate breaches of fiduciary duty. The evidence showed, at highest, inadvertence rather than dishonesty or accessorial liability, and there was insufficient evidence that the respondents knew about or assisted in breaches. The 'no case' submission was upheld and the proceeding as to the Trade Practices Act and breach of fiduciary duty claims was dismissed with costs.

Court Disposition

Proceeding dismissed with costs as to the Trade Practices Act and breach of fiduciary duty causes of action; one cause of action (not determined) was left outstanding for further procedural steps.

Orders

  • The proceeding so far as it relates to the alleged contravention of the Trade Practices Act and the alleged procuring of breaches of fiduciary duty is dismissed with costs.
  • Parties to bring in short minutes of orders to give effect to the judgment and provide for interlocutory steps regarding the outstanding cause of action.