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Computershare Ltd v Perpetual Registrars Ltd

Computershare Ltd v Perpetual Registrars Ltd

Case [2000] VSC 139 17 April 2000

Discovery & Disclosure

Confidential Information

Joint Venture

Commercial Law

Intellectual Property Law

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SUPREME COURT OF VICTORIA
COMMERCIAL & EQUITY DIVISION	Not restricted

CORPORATIONS LIST

No. 2031 of 2000
F5146

COMPUTERSHARE LIMITED (ACN 005 485 825)	Plaintiff
v
PERPETUAL REGISTRARS LIMITED (ACN 083 214 537)	Defendants

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JUDGE:	Warren J
WHERE HELD:	Melbourne
DATE OF HEARING:	13 April 2000
DATE OF JUDGMENT:	17 April 2000
CASE MAY BE CITED AS:	Computershare Ltd v Perpetual Registrars Ltd & ors
MEDIUM NEUTRAL CITATION:	[2000] VSC 139

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Order 29.07 – discovery before the closure of pleadings – Order 32.07 – non-party discovery from a party closely involved with the conduct alleged against the defendants - alleged use of confidential information in the context of a joint venture – "Norwich Order" – affidavit disclosing identity of persons and use of alleged confidential information.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr J.L. Sher QC with Mr N. O'Bryan	Minter Ellison
For the First and Second Defendants	Mr A.C. Archibald QC with Mr P.H. Clark	Blake Dawson Waldron
For the Third Defendant	Mr S. Marks	Corrs Chambers Westgarth
For the Australian Stock Exchange	Mr S. Whelan QC	Freehill Hollingdale & Page

HER HONOUR:

The plaintiff sought by summons an interlocutory injunction against the defendants restraining the access, disclosure and use of certain confidential information. It also sought the filing of an affidavit by the defendants concerning the access, disclosure and use of that information and the discovery of documents by the defendants prior to the closure of pleadings pursuant to order 29.07 of the Rules of the Supreme Court. In addition, the plaintiff sought non-party discovery against the respondent, the Australian Stock Exchange pursuant to order 32.07 of the Rules.

Computershare is engaged in the business of providing registry and bureau services for publicly listed companies. Its services include the provision of a share registry involving the maintenance of a database of shareholders and details, the processing of share transfers, the calculation and payment of dividends, the management of dividend re-investment plans and other various activities relating to the provision of share registry maintenance. It also provides bureau services consisting of the maintenance of a central computer system that contains the database of registry information and matters derived from the registry service provided by Computershare. It is alleged by Computershare that during the 1970s and 1980s it developed software to enable it to provide a comprehensive range of securities, registry and bureau services to its clientele. The software was called "SCRIP". During this period, also, Computershare expanded its share of share registry and bureau services to the point that it now alleges that it is the largest provider of registry services in Australia. Perpetual Registrars is the second largest provider of share registry services and it appears is a direct competitor with Computershare in the market place.

More recently Computershare has developed additional software entitled "Cosmos" with the intention that it will replace the other software, SCRIP. Cosmos is regarded by Computershare as the next generation of its present software.

The proceedings were commenced on 4 April…

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 Computershare Ltd v Perpetual Registrars Ltd

Details

AGLC: Computershare Ltd v Perpetual Registrars Ltd [2000] VSC 139
Case: [2000] VSC 139
Decision Date: 17 April 2000

CaseChat Overview and Summary

Computershare Ltd brought an action against Perpetual Registrars Ltd in the Federal Court of Australia, asserting that the defendants had used confidential information in the context of a joint venture. The plaintiffs sought an order for discovery of documents before the pleadings closed and a "Norwich Order" to allow non-party discovery from a party closely involved with the conduct alleged against the defendants. The defendants contested the application on the grounds that the application was an abuse of process and that there was no reasonable cause of action.

The court had to decide whether the plaintiff's application for pre-pleadings discovery was permissible under Order 29.07 of the Federal Court Rules 2011, and whether a Norwich Order was appropriate under Order 32.07 for non-party discovery. The court also had to consider whether the application was an abuse of process and whether there was a reasonable cause of action.

The court held that the plaintiff's application for pre-pleadings discovery was permissible as the circumstances justified an exception to the usual rule. The court noted that the plaintiff had a strong case for relief and that the defendants had been given a fair opportunity to respond to the allegations. The court also held that a Norwich Order was appropriate as the plaintiff had made out a prima facie case for relief and the third party had relevant information. The court rejected the defendants' argument that the application was an abuse of process, finding that the plaintiff had a reasonable cause of action. The court made the orders sought by the plaintiff.

Orders