Bond v Rees Corporate Advisory Pty Ltd

SUPREME COURT OF VICTORIA
COURT OF APPEAL

S APCI 2011 0089

IAN RICHARD BOND

First Appellant

and

BURKE BOND FINANCIAL PTY LTD

(ACN 005 150 961)

Second Appellant

v

REES CORPORATE ADVISORY PTY LTD

(ACN 105 088 099)

and

REES SECURITIES LTD

(ACN 063 950 649)

First Respondent

Second Respondent

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JUDGES	MAXWELL P and TATE JA
WHERE HELD	MELBOURNE
DATE OF HEARING	29 August 2012
DATE OF JUDGMENT	7 February 2013
MEDIUM NEUTRAL CITATION	[2013] VSCA 13
JUDGMENT APPEALED FROM	Rees Corporate Advisory Pty Ltd and Rees Securities Pty Ltd v Ian Richard Bond and Burke Bond Financial Pty Ltd (Unreported, County Court of Victoria, Judge Coish, 18 May 2011)

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CONTRACT – Whether trial judge erred in finding that the appellant was a party to Consultancy Agreement – Restraint of trade clause – Whether 12 month period of restraint of trade reasonable – Whether restraint of trade clause survived termination of Consultancy Agreement – Whether the respondent had repudiated the Consultancy Agreement – Repudiation not raised at trial – Appeal dismissed.

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APPEARANCES:	Counsel	Solicitors
For the Appellants	Self-represented
For the Respondents	Mr D R Luxton	Consult Solicitors

MAXWELL P:

1. I have had the considerable advantage of reading in draft the reasons of Tate JA.  I agree with the orders which her Honour proposes, and with her reasons.

TATE JA:

Introduction

1. This is an appeal from a judgment given in the County Court whereby the trial judge upheld a claim by the respondents, Rees Corporate Advisory Pty Ltd (‘RCA’) and Rees Securities Pty Ltd, against the appellants, Mr Ian Bond and Burke Bond Financial Pty Ltd (‘BBF’),[1] for damages for breach of contract and entered judgment in favour of the respondents in the sum of $275,000.[2]

   [1]Mr Bond is the sole director of BBF.

   [2]Rees Corporate Advisory Pty Ltd v Bond (Unreported, County Court of Victoria, Judge Coish, 18 May 2011) (‘Reasons’).

Sale of business  

1. The respondents are members of a group of associated companies known collectively as the ‘Rees Group’.  The Rees Group provides accounting and taxation services, specialist corporate advisory services, wealth management and financial planning services.  The managing director and the ultimate owner of the Rees Group through a corporate structure is Mr Justin Mastores.

1. In 2004, Mr Mastores was introduced to Mr Ian Bond by a business broker. The Rees Group was interested in purchasing an accountancy firm, then called ‘Burke Bond Securities Ltd’ (‘Burke Bond Securities’) which operated a corporate advisory business.  Mr Bond was a director of Burke Bond Securities and its principal employee.  In the first meeting between Mr Mastores, the other partners in the Rees Group and Mr Bond, Mr Bond said that he was wanting to ‘wind down’ his

professional activities.  Mr Mastores and the other partners were interested in taking over Mr Bond’s clients and continuing to work with those clients.

1. Following negotiations between the partners and Mr Bond and a due diligence process, the Business Acquisition Agreement dated 16 December 2004 was entered into.  This agreement…