Lifeplan Australia Friendly Society Ltd v Woff [2016] FCA 248

Lifeplan Australia Friendly Society Ltd v Woff [2016] FCA 248

Mr Woff and Mr Corby breached their fiduciary, contractual, and confidentiality duties to Lifeplan and FPM by diverting business and using confidential information to set up FPA and work for Foresters; some acts constituted breaches of the Corporations Act. Foresters knowingly assisted in breaches in particular respects but was not vicariously liable for all acts; passing off was not established. The profits of Foresters Funeral Fund were not causally linked to the breaches; only limited profits payable by Woff and Corby were attributable to breaches.

Jurisdiction
Australia
Judgment Date
15 March 2016
Procedural Posture
Civil / Trial Judgment; Orders for Draft Minutes and Adjournment for Final Orders
Outcome
Applicants succeeded against Woff and Corby for breach of fiduciary and contractual duties and limited account of profits; claims against Foresters for profits and passing off dismissed; injunctions and delivery up of documents ordered against all respondents; proceeding adjourned for final orders.
Legal Topics
['fiduciary Duties' 'duty of Confidence' 'contractual Duties' 'account of Profits' 'breach of Employment Contract' 'passing Off' 'knowing Assistance (barnes V Addy)' "statutory Directors' Duties" 'accessory Liability' 'inducing Breach of Contract']
['equity' 'corporations' 'contracts' 'torts'] ['fiduciary Duties' 'duty of Confidence' 'contractual Duties' 'account of Profits' 'breach of Employment Contract' 'passing Off' 'knowing Assistance (barnes V Addy)' "statutory Directors' Duties" 'accessory Liability' 'inducing Breach of Contract']

Case Brief

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Procedural Posture

Civil / Trial Judgment; Orders for Draft Minutes and Adjournment for Final Orders

Legal Issues

  1. 1 ['Whether former employees breached fiduciary, contractual, and confidentiality duties to their employer by diverting business and using confidential information' 'Whether new employer (Foresters) is liable for employees’ breaches by knowing assistance or inducing breach of contract' 'Whether vicarious liability applies for equitable wrongdoing' 'Whether account of profits and other remedies should be awarded, and against whom' 'Whether acts of passing off occurred']

Ratio Decidendi

Mr Woff and Mr Corby breached their fiduciary, contractual, and confidentiality duties to Lifeplan and FPM by diverting business and using confidential information to set up FPA and work for Foresters; some acts constituted breaches of the Corporations Act. Foresters knowingly assisted in breaches in particular respects but was not vicariously liable for all acts; passing off was not established. The profits of Foresters Funeral Fund were not causally linked to the breaches; only limited profits payable by Woff and Corby were attributable to breaches.

Court Disposition

Applicants succeeded against Woff and Corby for breach of fiduciary and contractual duties and limited account of profits; claims against Foresters for profits and passing off dismissed; injunctions and delivery up of documents ordered against all respondents; proceeding adjourned for final orders.

Orders

  • ['Applicants to file and serve within seven days draft minutes of order reflecting conclusions and further orders sought.' 'Proceedings adjourned to date to be fixed for final orders.' 'Declarations to be made against Mr Woff and Mr Corby as to breach of fiduciary and confidentiality duties.' 'Orders for injunction...