Crossman v Taylor (No 3) [2011] FCA 734

Crossman v Taylor (No 3) [2011] FCA 734

The first defendant engaged in misleading and deceptive conduct contrary to s 56 of the Fair Trading Act 1987 (SA) by representing to the plaintiff that he would match the plaintiff’s contributions to the company and had the means to do so. The representations were made in trade or commerce and induced the plaintiff to enter into the venture and advance funds. The plaintiff is entitled to damages comprising her net contributions and interest. The claims for relief under the Corporations Act for oppressive conduct and for breach of fiduciary duty fail, as the conduct was not part of the affairs of the company and no fiduciary duty arose after incorporation.

Jurisdiction
Australia
Judgment Date
29 June 2011
Procedural Posture
Action / Judgment After Trial
Outcome
Judgment for the plaintiff on the Fair Trading Act claim; plaintiff entitled to damages and interest; other claims dismissed.
Legal Topics
['misleading or Deceptive Conduct' 'oppressive Conduct' 'fiduciary Duties' 'equalisation of Contributions' 'damages' 'compensation']
['trade Practices' 'corporations' 'equity'] ['misleading or Deceptive Conduct' 'oppressive Conduct' 'fiduciary Duties' 'equalisation of Contributions' 'damages' 'compensation']

Case Brief

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Procedural Posture

Action / Judgment After Trial

Legal Issues

  1. 1 ['Whether the first defendant engaged in misleading or deceptive conduct under s 56 of the Fair Trading Act 1987 (SA)' 'Whether such conduct was in trade or commerce' 'Whether the plaintiff could recover contributions as damages' 'Whether oppressive conduct under ss 232 and 233 of the Corporations Act 2001 (Cth) entitled the plaintiff to relief' 'Whether there was a fiduciary relationship between the plaintiff and the first defendant']

Ratio Decidendi

The first defendant engaged in misleading and deceptive conduct contrary to s 56 of the Fair Trading Act 1987 (SA) by representing to the plaintiff that he would match the plaintiff’s contributions to the company and had the means to do so. The representations were made in trade or commerce and induced the plaintiff to enter into the venture and advance funds. The plaintiff is entitled to damages comprising her net contributions and interest. The claims for relief under the Corporations Act for oppressive conduct and for breach of fiduciary duty fail, as the conduct was not part of the affairs of the company and no fiduciary duty arose after incorporation.

Court Disposition

Judgment for the plaintiff on the Fair Trading Act claim; plaintiff entitled to damages and interest; other claims dismissed.

Orders

  • ['Plaintiff to bring in draft minutes of orders reflecting the conclusions; parties at liberty to make submissions on appropriate orders.']