Dangar Nominees Pty Ltd v Bar 2 Dot Pty Ltd - [2025] QSC 86

SUPREME COURT OF QUEENSLAND

CITATION:

Dangar Nominees Pty Ltd v Bar 2 Dot Pty Ltd [2025] QSC 86

PARTIES:

DANGAR NOMINEES PTY LTD ACN 603 488 973 (AS TRUSTEE FOR THE DANGAR FAMILY TRUST NUMBER 5)

First plaintiff / defendant by counterclaim

CRAIG GERARD DANGAR

Second plaintiff / defendant by counterclaim

v

BAR 2 DOT PTY LTD ACN 143 320 325 (AS TRUSTEE FOR THE GUNN FAMILY TRUST)

First defendant

BRAD ANDREW GUNN

Second defendant

SALLY-ANNE GUNN

Third defendant

VAULT FINANCIAL GROUP PTY LTD ACN 149 220 299

Fourth defendant

VAULT ACCOUNTANTS (AUST) PTY LTD ACN 605 066 528 (IN LIQUIDATION)

Fifth defendant / plaintiff by counterclaim

v

ZOSANDCD PTY LTD ACN 659 713 699

First defendant added by counterclaim

AVNU PTY LTD ACN 636 192 884

Second defendant added by counterclaim

CONSOLITAX PTY LTD ACN 636 342 937

Third defendant added by counterclaim

FILE NO:

BS 7939/23

DIVISION:

Trial Division (commercial list)

PROCEEDING:

Trial

ORIGINATING COURT:

Supreme Court at Brisbane

DELIVERED ON:

2 May 2025

DELIVERED AT:

Brisbane

HEARING DATES:

31 March 2025 and 1 April 2025, supplementary written submissions received 7 April 2025

JUDGE:

Hindman J

ORDER:

1.   The plaintiffs have leave, nunc pro tunc, to proceed against the fifth defendant.

2.   The plaintiffs’ claims are dismissed.

3.   Judgment for the plaintiff by counterclaim against the plaintiffs and the defendants added by counterclaim, on the counterclaim, in the amount of $97,500 plus interest from 6 June 2023.

4.   The Court will hear from the parties in respect of costs of the claim and counterclaim.

CATCHWORDS:

CONTRACTS – DISCHARGE, BREACH AND DEFENCES TO ACTION FOR BREACH – where the plaintiffs and the defendants conducted a business providing accounting and financial planning services – where the relationship between the parties deteriorated and disputes ensued – where a deed of settlement was executed to resolve the disputes – where the deed of settlement provided that the plaintiffs would receive the accounting practice from the defendants – where the deed of settlement provided that the defendants would transfer to the plaintiffs client files and intellectual property – where the deed of settlement provided for payments of certain amounts from the defendants to the plaintiffs and that the defendants by counterclaim would pay $97,500 to the plaintiff by counterclaim – where the plaintiffs allege that the defendants failed to transfer all the required client files and intellectual property to the plaintiffs – where the plaintiffs allege that, to the extent that the defendants did transfer client files and intellectual property, these were encumbered by a security interest in favour of a third party – where the plaintiffs claim damages for loss and damage caused by the defendants’ alleged breach, including the purchase prices for accounting practices that had been bought – where the plaintiffs claim damages to be further assessed – where the defendants submit that they did not breach the deed of settlement and say any breach did not cause the plaintiffs’ loss – where the plaintiff by counterclaim claims $97,500 by…

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 Dangar Nominees Pty Ltd v Bar 2 Dot 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: [2025] QSC 86
Decision Date: 2 May 2025

CaseChat Overview and Summary

Dangar Nominees Pty Ltd initiated legal action against Bar 2 Dot Pty Ltd, alleging breaches of a settlement deed that was executed to resolve disputes between the parties. The plaintiffs claimed that the defendants failed to transfer all client files and intellectual property as stipulated in the deed, and that the transferred files were encumbered by a security interest in favour of a third party. The plaintiffs sought damages for losses incurred, including the purchase price of accounting practices. In response, the defendants argued that they did not breach the deed and that any alleged breach did not cause the plaintiffs' loss. The defendants also counterclaimed for $97,500 against the plaintiffs.

The primary legal issue before the court was whether the defendants had breached the terms of the settlement deed by failing to transfer all client files and intellectual property to the plaintiffs. The court also needed to determine whether the plaintiffs' losses, if any, were caused by the defendants' alleged breach of the deed. The court had to evaluate the credibility and reliability of the evidence provided by both parties, particularly the affidavits and expert evidence, to ascertain the facts of the case.

In its judgment, the court found that the plaintiffs' claims were not substantiated by the evidence. The court concluded that the defendants had substantially complied with the terms of the deed, and that the plaintiffs had not proven that the defendants' alleged breach caused their claimed losses. The court also found that the plaintiff by counterclaim's counterclaim was proved and ordered judgment in their favour for $97,500 plus interest. The plaintiffs' claims were dismissed, and the court directed the parties to provide further information regarding the costs of the claim and counterclaim.

The final orders of the court were that the plaintiffs had leave to proceed against the fifth defendant, their claims were dismissed, and judgment was entered in favour of the plaintiff by counterclaim for $97,500 plus interest from 6 June 2023. The court would hear further submissions from the parties regarding the costs of the claim and counterclaim.

Orders

Orders of the court

1. The plaintiffs have leave, nunc pro tunc, to proceed against the fifth defendant.

2. The plaintiffs’ claims are dismissed.

3. Judgment for the plaintiff by counterclaim against the plaintiffs and the defendants added by counterclaim, on the counterclaim, in the amount of $97,500 plus interest from 6 June 2023.

4. The Court will hear from the parties in respect of costs of the claim and counterclaim.

Background

Background to the litigation

The fifth defendant’s otherwise admitted counterclaim is proved and judgment will be entered for it.Background Mr Gunn, a financial advisor, and Mrs Gunn conducted the business operations of the Vault Group, providing accounting and financial planning services to individuals and small-to-medium sized businesses. In 2020 Mr Dangar, an accountant, became an employee of the fifth defendant, Vault Accountants (Aust) Pty Ltd (now in liquidation, but not at the time) (VAA), one of the entities in the Vault Group that provided accounting services. In about June 2021 negotiations commenced for Mr Dangar (or a related entity) to purchase a stake in the Vault Group (15%). That in fact occurred with various corporate and trust structures implemented. VAA remained the company in the Vault Group that held client files and serviced and invoiced clients for accounting services (which were substantially managed by Mr Dangar) and financial planning services (which were substantially managed by Mr Gunn). In April 2022 Mr Dangar caused the third defendant added by counterclaim (Consolitax) to buy an accounting practice referred to as the Maltby practice for $200,000. It operated from offices in Bingara and Moree. After the purchase, the Maltby practice was serviced by VAA pursuant to an informal arrangement between VAA and Consolitax. In October 2022 Mr Dangar caused Consolitax to buy an accounting practice referred to as the AMH practice for $340,000. It operated from an office in Grafton, which Consolitax then leased. Again, after the purchase, the AMH practice was serviced by VAA pursuant to an informal arrangement between VAA and Consolitax. In December 2022 Mr Dangar caused Consolitax to buy an accounting practice referred to as the Bryant practice. It operated from an office in Brisbane. Again, after the purchase, the Bryant practice was serviced by VAA pursuant to an informal arrangement between VAA and Consolitax. In respect of each of the purchased accounting practices, once purchased, efforts were made to convert any hard copy files (at least the current files) into soft copy files. Some non-current hard copy files were destroyed or returned to the relevant clients. The Vault Group mostly conducted business paper-free. In about January to March 2023 the relationship between the Dangar Entities and the Gunn Entities deteriorated. Disputes ensued between those entities, agreements were purportedly terminated, and various litigation was commenced. The Deed settled the disputes.Relevant terms of the Deed The Deed relevantly provided by clause 1.1 Definitions: Assets means the Client Files and the IP.…Clients means all of the clients of VAA.Client Files means all of the files and lists relating to the Clients including without limitation – the practices / client lists known as ‘Grafton’, ‘Bingara’, ‘Moree’ and ‘Bryant – Brisbane’, which were formerly serviced by VAA and/or VFG [the fourth defendant, Vault Financial Group Pty Ltd].…IP means the software applications Xero Blue/Hubdoc, Ignition, Account Kit, Happy HR, 1300 number (1300 182 858), domain name ‘vaultgroup.com.au’ Microsoft Teams account, Adobe DC account, the email accounts and domains ‘craigdangar.com.au’, ‘craig@cdrta.com.au’, ‘craig@cdcommpartners.com.au’ and Google listing for Vault Accountants and Bing Places listing for Vault Accountants.…Proceedings means the Winding Up Proceeding, District Court of Queensland Proceeding QDC 1119/23 commenced by Dangar Nominees against Mr Gunn and Mrs Gunn and Bar2Dot, Queensland Industrial Relations Commissions Proceeding UAC/2023/5 and Magistrates Court of Queensland Proceeding M610/23 commenced by Mr Dangar against VAA and the complaints made by the Dangar Entities to the Australian Financial Complaints Authority, Shartru Pty Ltd and the Tax Practitioner’s Board.…Settlement Sum means the fully inclusive sum of $372,957.65.Winding Up Proceeding means Supreme Court of Queensland Proceeding 4889/23 commenced by ZCD [the first defendant added by counterclaim, Zosandcd Pty Ltd] against VFG.

Evidence

Evidence Before The Court

The Deed relevantly provided by clause 8 Breach of Deed:8.1 If any of the Parties breach any of their obligations under the terms of the Deed, the non-defaulting party is indemnified by the defaulting party against any loss, costs, damage or expense (including, but not limited to, legal fees, disbursements and outlays) that it incurs because of the defaulting party’s breach.Evidence in the proceeding The parties agreed a list of matters not in dispute, that was supplemented by agreement on certain facts regarding the QRIDA security.[3] [3]See T1-47, LL20-29; exhibit 5. Evidence-in-chief in the proceeding was primarily given by way of affidavit. The plaintiffs relied upon an affidavit of lay evidence of Mr Dangar (who was cross-examined). Mr Dangar’s response to cross-examination was unnecessarily aggressive and argumentative. He spoke largely in generalisations and advocated his position rather than being neutral in his response to questioning. I did not form a particularly favourable view of Mr Dangar during his cross-examination, but I am careful to keep in mind that whilst this proceeding superficially involves a commercial dispute, it is in truth is a dispute between two people whose livelihoods are inextricably linked to the subject matter of the dispute. It is not surprising then that the main witnesses would be heavily emotionally involved in the trial. However, the often vague and imprecise content of Mr Dangar’s affidavit and Mr Dangar’s presentation and answers during cross-examination means I am not prepared to accept broad statements made by him at face value as to what was done or not done by the defendants, but will focus on any detailed evidence addressing same. Generally, where Mr Dangar’s evidence is contradicted by other evidence, I prefer the other evidence. The plaintiffs also relied upon the expert evidence of Andrew Perkins, an accountant with a speciality in business valuation, who was cross-examined. That evidence has not proved useful to the resolution of this proceeding. The defendants relied upon affidavits of evidence of: (a)Mr Gunn (who was cross-examined); (b)Benjamin Chester, a director of Key Technologies Pty Ltd (KeyTech), Keytech was the defendants’ technology consultant assisting with the defendants’ compliance with certain obligations under the Deed (who was cross-examined); (c)Debbie McCouat, a former employee of VAA (who was not required for cross-examination).[4] [4]Paragraphs 6 and 7 of this affidavit were struck out. I do not have the same level of reservation about Mr Gunn’s evidence as I do Mr Dangar’s. Mr Gunn’s evidence was more detailed and seemed more objectively given. He was prepared to make proper concessions. I generally accept Mr Gunn’s evidence as both truthful and reliable. Detailed evidence addressing what was done or not done by the defendants is more persuasive: evidence from Mr Chester, for example, is more of that nature and I have no hesitation in accepting his evidence. His evidence was plain, direct and objective. It was not seriously challenged or shaken in cross-examination. Alleged breaches of the Deed Alleged failure to transfer 567 client files

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Dangar Nominees Pty Ltd v Bar 2 Dot Pty Ltd [2025] QSC 86
PARTIES:	DANGAR NOMINEES PTY LTD ACN 603 488 973 (AS TRUSTEE FOR THE DANGAR FAMILY TRUST NUMBER 5) First plaintiff / defendant by counterclaim CRAIG GERARD DANGAR Second plaintiff / defendant by counterclaim v BAR 2 DOT PTY LTD ACN 143 320 325 (AS TRUSTEE FOR THE GUNN FAMILY TRUST) First defendant BRAD ANDREW GUNN Second defendant SALLY-ANNE GUNN Third defendant VAULT FINANCIAL GROUP PTY LTD ACN 149 220 299 Fourth defendant VAULT ACCOUNTANTS (AUST) PTY LTD ACN 605 066 528 (IN LIQUIDATION) Fifth defendant / plaintiff by counterclaim v ZOSANDCD PTY LTD ACN 659 713 699 First defendant added by counterclaim AVNU PTY LTD ACN 636 192 884 Second defendant added by counterclaim CONSOLITAX PTY LTD ACN 636 342 937 Third defendant added by counterclaim
FILE NO:	BS 7939/23
DIVISION:	Trial Division (commercial list)
PROCEEDING:	Trial
ORIGINATING COURT:	Supreme Court at Brisbane
DELIVERED ON:	2 May 2025
DELIVERED AT:	Brisbane
HEARING DATES:	31 March 2025 and 1 April 2025, supplementary written submissions received 7 April 2025
JUDGE:	Hindman J
ORDER:	1. The plaintiffs have leave, nunc pro tunc, to proceed against the fifth defendant. 2. The plaintiffs’ claims are dismissed. 3. Judgment for the plaintiff by counterclaim against the plaintiffs and the defendants added by counterclaim, on the counterclaim, in the amount of $97,500 plus interest from 6 June 2023. 4. The Court will hear from the parties in respect of costs of the claim and counterclaim.
CATCHWORDS:	CONTRACTS – DISCHARGE, BREACH AND DEFENCES TO ACTION FOR BREACH – where the plaintiffs and the defendants conducted a business providing accounting and financial planning services – where the relationship between the parties deteriorated and disputes ensued – where a deed of settlement was executed to resolve the disputes – where the deed of settlement provided that the plaintiffs would receive the accounting practice from the defendants – where the deed of settlement provided that the defendants would transfer to the plaintiffs client files and intellectual property – where the deed of settlement provided for payments of certain amounts from the defendants to the plaintiffs and that the defendants by counterclaim would pay $97,500 to the plaintiff by counterclaim – where the plaintiffs allege that the defendants failed to transfer all the required client files and intellectual property to the plaintiffs – where the plaintiffs allege that, to the extent that the defendants did transfer client files and intellectual property, these were encumbered by a security interest in favour of a third party – where the plaintiffs claim damages for loss and damage caused by the defendants’ alleged breach, including the purchase prices for accounting practices that had been bought – where the plaintiffs claim damages to be further assessed – where the defendants submit that they did not breach the deed of settlement and say any breach did not cause the plaintiffs’ loss – where the plaintiff by counterclaim claims $97,500 by…