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Carpenter v Morris

Carpenter v Morris

Case [2021] NSWSC 1700 23 December 2021

Unjust Enrichment

Partnership Agreements

Repudiation & Termination

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Supreme Court

New South Wales

Medium Neutral Citation: Carpenter v Morris [2021] NSWSC 1700
Hearing dates: 14–28 September 2020
Date of orders: 23 December 2021
Decision date: 23 December 2021
Jurisdiction: Equity
Before: Williams J
Decision:
Proceedings dismissed, save in relation to costs which are reserved for determination on the papers.

Catchwords:
PARTNERSHIP – scope of business undertaken in partnership – allegation that director of one partner received partnership monies in which partners were entitled to share equally – claim by other partner against director of first partner for money had and received – whether director unjustly enriched by receipt of partnership monies – recipient liability for breach of partner’s fiduciary duties not an established category of unjust enrichment - claim for taking of accounts of the partnership which came to an end in 2003 – where order sought for the purpose of accounting for two assets – where impossible to identify, quantify or value one of those assets – where other asset was not an asset of the partnership – whether taking of accounts would serve any useful purpose – whether claim for an order for the taking of accounts time barred
CONTRACTS – oral agreements – whether alleged oral agreements entered into and on what terms – alleged repudiation – damages claimed – whether evidence provided rational basis to estimate damages

Legislation Cited:
Limitation Act 1969 (NSW), ss 15 and 55
Mining Act 1992 (NSW), 11
Mining Amendment Act 2008 (NSW)
Partnership Act 1892 (NSW), ss 29, 35, 39, 44

Cases Cited:
Bunnings Group Ltd v CHEP Australia Ltd (2011) 82 NSWLR 420; [2011] NSWCA 342
County Securities Pty Ltd v Challenger Group Holdings Pty Ltd [2008] NSWCA 193
Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544; [2017] HCA 12
Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7
Farah Constructions Pty Ltd v Say-Dee Pty Ltd (2007) 230 CLR 89; [2007] HCA 22
Fox v Percy (2003) 214 CLR 118; [2003] HCA 22
Koompahtoo Local Aboriginal Land Council v Sanpine Pty Ltd (2007) 233 CLR 115; [2007] HCA 61
Re Hillsea Pty Ltd [2019] NSWSC 1152
Lawrence v Ciantar [2020] NSWCA 89
Mulherin v Quinn Villages Pty Ltd [2007] QSC 231
Placer (Granny Smith) Pty Ltd v Thiess Contractors Pty Ltd (2003) 196 ALR 257; [2003] HCA 10
Sidameneo (No. 456) Pty Ltd v Alexander (No. 2) [2012] NSWCA 87
Simic v New South Wales Land and Housing Corporation (2016) 260 CLR 85; [2016] HCA 47
TEC Desert Pty Ltd v Commissioner of State Revenue (2010) 241 CLR 576; [2010] HCA 49
Troulis v Vamvoukakis[1998] NSWCA 237
Wang v Cai [2021] NSWSC 1162
Watson v Foxman (1995) 49 NSWLR 315

Texts Cited:
N/A

Category: Principal judgment
Parties: Jimmie Carpenter (First Plaintiff)
Tastex Pty Ltd (Second Plaintiff)
Colin George Morris (First Defendant)
Central West Granite Pty Ltd (Fourth Defendant)
Grandee Quarries Australia Pty Ltd (Seventh Defendant)

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.

Continue reading Carpenter v Morris

Details

AGLC: Carpenter v Morris [2021] NSWSC 1700
Case: [2021] NSWSC 1700
Decision Date: 23 December 2021

CaseChat Overview and Summary

In Carpenter v Morris, the Federal Court of Australia was tasked with resolving disputes arising from a partnership agreement. The partnership involved two entities, one of which was represented by Carpenter, and the other by Morris. The central issue was whether Morris, a director of one partner, had unjustly enriched himself by receiving partnership monies to which both partners were entitled equally. Additionally, Carpenter sought an order for the taking of accounts for the partnership, which had concluded in 2003, specifically regarding two assets. The dispute also involved questions surrounding alleged oral agreements, their terms, and whether there was a repudiation of these agreements warranting damages.

The court examined whether Morris's receipt of partnership monies constituted unjust enrichment, noting that liability for breach of a partner's fiduciary duties does not inherently establish a category of unjust enrichment. It was necessary to determine if Morris had been unjustly enriched and, if so, whether this justified Carpenter's claim against him. Furthermore, the court assessed the viability of the claim for taking accounts, particularly whether it would serve any useful purpose given the impossibility of identifying, quantifying, or valuing one of the assets in question and the fact that the other asset did not belong to the partnership. The court also considered whether the claim for taking accounts was time-barred, given the elapsed period since the partnership's dissolution.

In its reasoning, the court concluded that Morris was not unjustly enriched as there was insufficient evidence to support Carpenter's claims. The evidence did not provide a rational basis for estimating the damages, and the court found that the partnership's accounts were not necessary as they would not serve a useful purpose. The claim for taking accounts was deemed time-barred due to the significant delay since the partnership's termination. Consequently, the court dismissed Carpenter's claims against Morris.

The final orders of the court were that Carpenter's claims against Morris for unjust enrichment and for taking accounts were dismissed. No orders were made regarding the alleged oral agreements or any potential damages related to their repudiation, as the court found no basis for these claims.

Orders