Brady Queen Pty Ltd v Austhome Developments Pty Ltd - [2021] VSC 18

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE
COMMERCIAL COURT
CORPORATIONS LIST

S ECI 2017 00204

IN THE MATTER OF 280 QUEEN PTY LTD (ACN 600 087 741)
(IN ITS OWN CAPACITY AND AS TRUSTEE OF THE 280 UNIT TRUST)

BRADY QUEEN PTY LTD (ACN 600 268 817) (IN ITS OWN CAPACITY AND AS TRUSTEE OF THE BRADY QUEEN UNIT TRUST) & ORS	Plaintiffs
v
AUSTHOME DEVELOPMENTS PTY LTD (ACN 140 051 387) (IN ITS OWN CAPACITY AND AS TRUSTEE OF THE WU FAMILY TRUST) & ORS	Defendants

---

JUDGE:	Sifris JA
WHERE HELD:	Melbourne
DATE OF HEARING:	17 August – 26 August, 30 September 2020
DATE OF JUDGMENT:	29 January 2021
CASE MAY BE CITED AS:	Brady Queen Pty Ltd & Ors v Austhome Developments Pty Ltd & Ors
MEDIUM NEUTRAL CITATION:	[2021] VSC 18

---

CONTRACT – Joint Venture Heads of Agreement – Each joint venture party alleges breach of numerous obligations by the other – Some breaches found – Breaches did not cause any loss – Each party’s claim dismissed.

EQUITY – Fiduciary Duty – Joint venture party alleges that other joint venture party in breach of fiduciary duty by undertaking competing project.

EQUITY – Existence of fiduciary duty – Extent and scope of fiduciary duty in the circumstances – No fiduciary duty in all of the circumstances – Alternatively, if fiduciary duty, limited in scope - Hospital Products Ltd v United States Surgical Corporation (1984) 156 CLR 41; Adventure Golf Systems Australia Pty Ltd v Belgravia Health & Leisure Group Pty Ltd (2017) 54 VR 625; Chickabo Pty Ltd v Zphere Pty Ltd [2019] VSC 73; Howard v Commissioner of Taxation (2014) 253 CLR 83.

EQUITY – Breach of fiduciary duty – No breach of fiduciary duty in all of the circumstances - Howard v Commissioner of Taxation (2014) 253 CLR 83.

EQUITY – Causation – Any breach of fiduciary did not cause any loss - Ancient Order of Foresters in Victoria Friendly Society Limited v Lifeplan Australia Friendly Society Limited (2018) 92 ALJR 918.

---

APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	Mr A Schlicht and Ms C Dawes	Capstone Koroneos Legal
For the Defendants	Mr L Armstrong QC and Mr N Kaskani	Aptum Legal

HIS HONOUR:

A INTRODUCTION[1]

[1]The procedural background is taken from my previous Judgment in this proceeding: Brady Queen Pty Ltd v 280 Queen Street Pty Ltd & Anor (No 3) [2019] VSC 307 (Third Judgment).

The first plaintiff, Brady Queen Pty Ltd (Brady Queen) and the second defendant, Austhome Developments Pty Ltd (Austhome) were shareholders in a company, 280 Queen Pty Ltd (the Company or 280 Queen). The Company is the registered proprietor of the land situated at 272-282 Queen Street (280 Queen Street).

The Company is the trustee of the 280 Queen Unit Trust (the Unit Trust). The Unit Trust was created in order to undertake the development…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Keep reading for free

Create a free CaseChat account to read Brady Queen Pty Ltd v Austhome Developments Pty Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2021] VSC 18
Decision Date: 29 January 2021

CaseChat Overview and Summary

Brady Queen Pty Ltd and Austhome Developments Pty Ltd were parties to a joint venture, which ended with both parties alleging breaches of a heads of agreement and fiduciary duties. The Federal Court of Australia was tasked with resolving the claims. The primary legal issues before the court were whether there were breaches of the joint venture agreement, the scope of any fiduciary duties, and whether any breaches caused loss to the claimants.

The court first examined the heads of agreement and found that there were indeed breaches by both parties. However, the court held that these breaches did not result in any loss to either party. Consequently, both claims for breach of the heads of agreement were dismissed. The court then considered the fiduciary duties, examining the specific circumstances to determine the existence and scope of any such duties. Applying relevant precedents, the court concluded that while there was a fiduciary duty, its scope was limited. The court determined that no fiduciary duty was breached and that any potential breach did not cause any loss.

In reaching this conclusion, the court referred to several authoritative cases, including Hospital Products Ltd v United States Surgical Corporation and Howard v Commissioner of Taxation, which provided guidance on the nature and extent of fiduciary duties in similar contexts. The court found that the alleged breaches did not amount to a breach of fiduciary duty in the circumstances of this case. The court further held that any potential breach did not cause any loss to the claimants, citing the decision in Ancient Order of Foresters in Victoria Friendly Society Limited v Lifeplan Australia Friendly Society Limited.

Ultimately, the court dismissed all claims made by both parties, finding no breaches that resulted in loss. The court’s decision underscored the importance of demonstrating actual loss in contract and equity claims and the nuanced application of fiduciary duties in joint venture agreements.

Orders