FEDERAL COURT OF AUSTRALIA
Catalano v Managing Australia Destinations Pty Ltd [2014] FCAFC 55
Citation: Catalano v Managing Australia Destinations Pty Ltd [2014] FCAFC 55 Appeal from: Catalano v Managing Australia Destinations Pty Ltd (No 2) [2013] FCA 672 Parties: NATHAN CATALANO & ORS v MANAGING AUSTRALIAN DESTINATIONS PTY LTD & ORS File number(s): NSD 2054 of 2013 Judge(s): SIOPIS, RARES AND DAVIES JJ Date of judgment: 8 May 2014 Catchwords: CORPORATIONS – oppression – both parties engaged in oppressive conduct – appropriate remedy is to wind up the company
DAMAGES – respondents failed to prove their case for damages for wrongful diversion of business opportunities – damages award set aside
INJUNCTION – discharge of injunctive relief in the form of restraints of trade – no legal or equitable basis for restraint
Legislation: Corporations Act 2001 (Cth) ss 180(1), 181(1), 182(1), 183(1), 232, 233(1)(a) Cases cited: Australia Pty Limited v Rocca Bros Motor Engineering Co Pty Ltd (1973) 133 CLR 288
Campbell v Backoffice Investments Pty Ltd (2009) 238 CLR 304
Fitzpatrick v Cheal (2012) 264 FLR 313
Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535
O’Brien v Komesaroff (1982) 150 CLR 310
Peters (WA) Limited v Petersville Limited (2001) 205 CLR 126
Placer (Granny Smith) Pty Ltd v Thiess Contractors Pty Ltd (2003) 196 ALR 257; [2003] HCA 10
Scottish Co-Operative Wholesale Society v Meyer [1959] AC 324
Re Bright Pine Mills Pty Ltd [1969] VR 1002
Ted Brown Quarries Pty Ltd v General Quarries (Gilston Pty Ltd) (1977) 16 ALR 23
Wayde v New South Wales Rugby League Ltd (1985) 180 CLR 459Date of hearing: 8 May 2014 Place: Sydney Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 49 Counsel for the Appellant: Mr M Ashhurst SC with Mr M Bennett Solicitor for the Appellant: Shaw McDonald Counsel for the Respondent: Mr M Evans with Mr J Fickling Solicitor for the Respondent: Norton Gledhill
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 2054 of 2013
ON APPEAL FROM THE FEDERAL COURT OF AUSTRALIA
BETWEEN: NATHAN CATALANO & ORS
AppellantAND: MANAGING AUSTRALIAN DESTINATIONS PTY LTD & ORS
Respondent
JUDGES:
SIOPIS, RARES AND DAVIES JJ
DATE OF ORDER:
8 MAY 2014
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1.Unless the Court otherwise orders on or before 4 pm on 14 May 2014 the following orders take effect as the orders of the Court determining the appeal and cross-appeal on 15 May 2014:
1.The appeal be allowed.
2.The cross-appeal be dismissed.
3.Orders 2, 3, 4, 6, 7 and 8 made by the primary judge on 13 September 2013 be set aside and in lieu thereof it be ordered that:
(1)Fine Food Solutionz Pty Ltd be wound up.
(2)[ ] be appointed as liquidator of Fine Food Solutionz Pty Ltd.
(3)There be no order as to costs of the proceedings and cross-claim.
4.There be no order as to costs of the appeal and cross-appeal.
2.On or before 14 May…
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- Case
- [2014] FCAFC 55
- Decision Date
CaseChat Overview and Summary
The central legal issues before the court were whether the primary judge was correct in dismissing the appellant's claim for damages and in granting the respondent's cross-claim for an injunction. The court also needed to determine whether the primary judge erred in not ordering the winding up of Fine Food Solutionz. The appellant argued that the primary judge should have ordered the winding up of Fine Food Solutionz due to oppressive conduct by both parties. The respondent argued that the primary judge correctly refused to order the winding up of Fine Food Solutionz and correctly dismissed the appellant's claim for damages and granted the respondent's cross-claim for an injunction.
The court found that the primary judge erred in not ordering the winding up of Fine Food Solutionz as both parties engaged in oppressive conduct. The court held that the conduct of both parties was oppressive and that the appropriate remedy was to wind up the company. The court also found that the appellant failed to prove its case for damages for wrongful diversion of business opportunities. The court held that the appellant failed to establish that the respondent's conduct caused it to lose business opportunities. The court further held that the respondent was not entitled to an injunction as there was no legal or equitable basis for the restraint. The court set aside the primary judge's orders and ordered that Fine Food Solutionz be wound up and that there be no order as to costs of the proceedings and cross-claim. The court also ordered that there be no order as to costs of the appeal and cross-appeal.
Orders
Orders of the court
1. Unless the Court otherwise orders on or before 4 pm on 14 May 2014 the following orders take effect as the orders of the Court determining the appeal and cross-appeal on 15 May 2014:
1. The appeal be allowed.
2. The cross-appeal be dismissed.
3. Orders 2, 3, 4, 6, 7 and 8 made by the primary judge on 13 September 2013 be set aside and in lieu thereof it be ordered that:
(1) Fine Food Solutionz Pty Ltd be wound up.
(2) [ ] be appointed as liquidator of Fine Food Solutionz Pty Ltd.
(3) There be no order as to costs of the proceedings and cross-claim.
4. There be no order as to costs of the appeal and cross-appeal.
2. On or before 14 May 2014 the parties confer and file and serve the consent to act of a qualified person to be appointed by the Court as liquidator of Fine Food Solutionz Pty Ltd and in default of agreement a consent so to act by the person the respective party proposes be so appointed.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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