Gorman v Parkinson [2009] NSWIRComm 93

Gorman v Parkinson [2009] NSWIRComm 93

The June 2003 agreement between Mrs Gorman, Barry Parkinson, Julie Parkinson, Chip McFarlane and John Matthews was a contract or arrangement whereby work was performed in an industry. It was unfair because it failed to contain any provision fairly compensating a party for the value of their interest in the business and loss of income if the personal relationship between the principals broke down. That omission enabled the individual respondents to pursue a course of action that put the old Institute into administration, transferred the business to a new company in which they held interests, and effectively excluded Mrs Gorman without compensation. The agreement was therefore varied under...

Jurisdiction
Australia
Judgment Date
24 June 2009
Procedural Posture
Application Under S 106 of the Industrial Relations Act 1996 / Judgment
Outcome
Agreement found unfair and varied; monetary compensation ordered against the individual respondents jointly and severally; costs and interest reserved.
Legal Topics
['s 106 Unfair Contract Proceedings' 'business Joint Venture Arrangement' "collateral Shareholders' Agreement" 'voluntary Administration' 'exclusion From Business' 'compensation for Loss of Business Interest and Earnings']
['industrial Relations' 'unfair Contracts' 'contract Law' 'corporations and Insolvency'] ['s 106 Unfair Contract Proceedings' 'business Joint Venture Arrangement' "collateral Shareholders' Agreement" 'voluntary Administration' 'exclusion From Business' 'compensation for Loss of Business Interest and Earnings']

Case Brief

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Procedural Posture

Application Under S 106 of the Industrial Relations Act 1996 / Judgment

Legal Issues

  1. 1 ['Whether there was a contract or arrangement whereby Mrs Gorman performed work in an industry for the purposes of s 106 of the Industrial Relations Act 1996.' "Whether the shareholders' agreement was a collateral arrangement to the June 2003 agreement." 'Whether the June 2003 agreement was unfair because it failed to provide for fair compensation if the personal relationship between the principals broke down and one party was excluded from the business.' "Whether the respondents' course of conduct in appointing administrators and acquiring the old Institute's business through a new company caused compensable loss to Mrs Gorman." 'What variation and monetary compensation were just in the circumstances.']

Ratio Decidendi

The June 2003 agreement between Mrs Gorman, Barry Parkinson, Julie Parkinson, Chip McFarlane and John Matthews was a contract or arrangement whereby work was performed in an industry. It was unfair because it failed to contain any provision fairly compensating a party for the value of their interest in the business and loss of income if the personal relationship between the principals broke down. That omission enabled the individual respondents to pursue a course of action that put the old Institute into administration, transferred the business to a new company in which they held interests, and effectively excluded Mrs Gorman without compensation. The agreement was therefore varied under...

Court Disposition

Agreement found unfair and varied; monetary compensation ordered against the individual respondents jointly and severally; costs and interest reserved.

Orders

  • ['The agreement made in June 2003 between Anne Gorman, Barry Parkinson, Julie Parkinson, Chip McFarlane and John Matthews is varied as and from 22 June 2004.' 'In the event that the parties other than Mrs Gorman in their capacity as directors of ACN 106 277 758 Pty Ltd (in liquidation) resolve to have that company...