Blackshaw Services Pty Ltd and Ors v. Cureton [2001] NSWSC 548

Blackshaw Services Pty Ltd and Ors v. Cureton [2001] NSWSC 548

The Court found that no 1987 oral profit share and asset growth contract existed, and that the 20 April 1990 letter did not create an enforceable entitlement; if it constituted a contract, it should be set aside because the defendant procured it by unconscionably exploiting Mr Hicks' friendship, trust, imminent departure, lack of time and lack of advice. The defendant, as director and sole signatory, obtained or procured benefits from the corporate plaintiffs without full and frank disclosure and informed consent, including $29,500 from the superannuation fund, two $6,000 loan account drawings, profits on staff services and personal payments, and therefore was liable to account as a...

Jurisdiction
Australia
Judgment Date
04 July 2001
Procedural Posture
Equity Proceedings Concerning Fiduciary Obligations, Unconscionable Conduct, Account and a Cross Claim / Judgment After Hearing
Outcome
Defendant ordered to account; judgment for the plaintiffs on the defendant's cross claim.
Legal Topics
["director's Fiduciary Duties" 'sole Signatory of Bank Account' 'account as Fiduciary' 'special Disadvantage' 'setting Aside Contract in Equity' 'compound Interest']
['equity' 'fiduciary Obligations' 'unconscionable Conduct' 'interest'] ["director's Fiduciary Duties" 'sole Signatory of Bank Account' 'account as Fiduciary' 'special Disadvantage' 'setting Aside Contract in Equity' 'compound Interest']

Case Brief

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Procedural Posture

Equity Proceedings Concerning Fiduciary Obligations, Unconscionable Conduct, Account and a Cross Claim / Judgment After Hearing

Legal Issues

  1. 1 ['Whether the defendant, as director and sole signatory, procured payments or benefits from corporate plaintiffs without full disclosure and informed consent and was liable to account as a fiduciary.' 'Whether an oral contract in 1987 entitled the defendant to a share of profits and growth in assets of the Group.' 'Whether the letter dated 20 April 1990 evidenced, varied or constituted an enforceable contract, or should be set aside for unconscionable conduct.' 'Whether the defendant was liable for the transfer of $29,500 from the Elevator Cars Superannuation Fund to his National Mutual superannuation account.' 'Whether loan account drawings, staff service profits and personal payments to or for the defendant were authorised or required an account.' 'Whether compound interest should be awarded for breaches of fiduciary duty.']

Ratio Decidendi

The Court found that no 1987 oral profit share and asset growth contract existed, and that the 20 April 1990 letter did not create an enforceable entitlement; if it constituted a contract, it should be set aside because the defendant procured it by unconscionably exploiting Mr Hicks' friendship, trust, imminent departure, lack of time and lack of advice. The defendant, as director and sole signatory, obtained or procured benefits from the corporate plaintiffs without full and frank disclosure and informed consent, including $29,500 from the superannuation fund, two $6,000 loan account drawings, profits on staff services and personal payments, and therefore was liable to account as a...

Court Disposition

Defendant ordered to account; judgment for the plaintiffs on the defendant's cross claim.

Orders

  • ['Judgment for the Third Plaintiff against the Defendant in the sum of $29,500 with compound interest at the rates specified in Schedule J to the Supreme Court Rules 1970 calculated on quarterly rests from 15 March 1989.' 'Judgment for the Fourth Plaintiff against the Defendant in the sum of $19,407, with simple...