Devren Pty Ltd v Old Coach Developments Pty Ltd - [2015] QSC 53

SUPREME COURT OF QUEENSLAND

CITATION:

Devren Pty Ltd v Old Coach Developments Pty Ltd and Ors [2015] QSC 53

PARTIES:

DEVREN PTY LTD

ACN 124 794 127
(Plaintiff)
v
OLD COACH DEVELOPMENTS PTY LTD

ACN 103 572 345
(First Defendant)

PETER JOHN FRANCIS MILLER
(Second Defendant)

PETER JOHN FRANCIS MILLER and SUSAN MARY MILLER (as trustees of the Peter Miller Family Trust)
(Third Defendants)

TENTH ZECORE PTY LTD

ACN 007 269 105
(Fourth Defendant)

SUSAN MARY MILLER
(Fifth Defendant)

FILE NO:

SC No 5638 of 2012

DIVISION:

Trial Division

PROCEEDING:

Civil Trial

ORIGINATING COURT:

Supreme Court of Queensland

DELIVERED ON:

19 March 2015

DELIVERED AT:

Brisbane

HEARING DATE:

28 July 2014; 29 July 2014; 30 July 2014; 31 July 2014; 1 August 2014; 28 October 2014; 29 October 2014; 30 October 2014

JUDGE:

Boddice J

ORDER:

The plaintiff’s claim is dismissed.

CATCHWORDS:

CORPORATIONS - LEGAL CAPACITY AND RELATIONS WITH OUTSIDERS - ASSUMPTIONS IN RELATION TO DEALINGS – whether a person convicted of fraud was a director of the plaintiff – whether, even if the person convicted of fraud was not a director of the plaintiff, and did not have actual authority to act on the plaintiff’s behalf, he had authority to act on the plaintiff’s behalf due to the doctrine of ostensible authority – whether, even if the person convicted of fraud was not a director of the plaintiff, and did not have actual authority to act on the plaintiff’s behalf, he had authority to act on the plaintiff’s behalf due to the doctrine of lingering apparent authority

EQUITY – GENERAL PRINCIPLES – FIDUCIARY DUTIES – PARTICULAR CASES – JOINT VENTURER – whether the joint venture partners were fiduciaries to each other – whether the defendants breached their fiduciary duties to the plaintiff – whether the defendants’ alleged breach of fiduciary duty caused the claimed loss

CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND DEFENCES TO ACTIONS FOR BREACH – whether the defendants breached their contractual duties to the plaintiff

Hospital Products Ltd v United States Surgical Corporation (1984) 156 CLR 41

O’Halloran v R T Thomas & Family Pty Ltd (1998) NSWLR 262

R v Burns (1996) 183 CLR 501

Corporations Act 2001 (Cth), s 206B

COUNSEL:

N Ferrett for the plaintiff

The second defendant appeared on his own behalf, and on behalf of the first, third, fourth and fifth defendants

SOLICITORS:

Lillas and Loel Lawyers for the plaintiff

The second defendant appeared on his own behalf, and on behalf of the first, third, fourth and fifth defendants

The plaintiff seeks declaratory and other relief against the defendants in respect of transactions entered into as a consequence of a joint venture agreement signed in June 2008 (“Joint Venture Agreement”). The joint venture project was the subdivision of land at Mango Hill in the State of Queensland. It is alleged that as a consequence of the defendants’ material breaches of the Joint Venture Agreement and other subsequent agreements, and the defendants’ breaches of fiduciary duty, the plaintiff has suffered…

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 Devren Pty Ltd v Old Coach Developments Pty Ltd

Details

AGLC: Devren Pty Ltd v Old Coach Developments Pty Ltd [2015] QSC 53
Case: [2015] QSC 53
Decision Date: 19 March 2015

CaseChat Overview and Summary

The case of Devren Pty Ltd v Old Coach Developments Pty Ltd was heard by the court, which had to determine the extent of the responsibilities of the parties involved in a business relationship that had soured. The plaintiff, Devren Pty Ltd, brought an action against the defendants, Old Coach Developments Pty Ltd, seeking remedies for alleged breaches of contract and fiduciary duty, and for misrepresentation. The plaintiff argued that the defendants, through one of their representatives, had entered into agreements that were binding on the plaintiff despite the representative not being an official director or having explicit authorisation to act on behalf of the plaintiff. The plaintiff further contended that the defendants had breached fiduciary duties owed to them and that these breaches had caused financial loss.

The court was tasked with examining whether the representative of the defendants had the authority to bind the plaintiff through the doctrines of ostensible authority or lingering apparent authority, notwithstanding the lack of formal designation as a director and the absence of actual authority. Additionally, the court had to determine if the joint venture partners held fiduciary relationships with one another and if there had been any breaches of such duties by the defendants, as well as whether these breaches had resulted in the losses claimed by the plaintiff. The court also considered whether there had been a breach of the contractual obligations by the defendants.

In delivering its judgment, the court found that the representative of the defendants did not possess the authority to bind the plaintiff through the doctrines in question, as there was insufficient evidence to support the existence of such authority. The court further determined that the defendants did not owe fiduciary duties to the plaintiff that were breached, and any losses incurred by the plaintiff were not a result of any such breaches. The court also ruled that the defendants had not breached their contractual obligations to the plaintiff. Consequently, the plaintiff's claims were dismissed, and the court ordered that the plaintiff's action be dismissed in its entirety, with no orders for costs.

Orders

Orders of the court

The plaintiff’s claim is dismissed.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Full text does not contain this section.

CITATION:	Devren Pty Ltd v Old Coach Developments Pty Ltd and Ors [2015] QSC 53
PARTIES:	DEVREN PTY LTD ACN 124 794 127 (Plaintiff) v OLD COACH DEVELOPMENTS PTY LTD ACN 103 572 345 (First Defendant) PETER JOHN FRANCIS MILLER (Second Defendant) PETER JOHN FRANCIS MILLER and SUSAN MARY MILLER (as trustees of the Peter Miller Family Trust) (Third Defendants) TENTH ZECORE PTY LTD ACN 007 269 105 (Fourth Defendant) SUSAN MARY MILLER (Fifth Defendant)
FILE NO:	SC No 5638 of 2012
DIVISION:	Trial Division
PROCEEDING:	Civil Trial
ORIGINATING COURT:	Supreme Court of Queensland
DELIVERED ON:	19 March 2015
DELIVERED AT:	Brisbane
HEARING DATE:	28 July 2014; 29 July 2014; 30 July 2014; 31 July 2014; 1 August 2014; 28 October 2014; 29 October 2014; 30 October 2014
JUDGE:	Boddice J
ORDER:	The plaintiff’s claim is dismissed.
CATCHWORDS:	CORPORATIONS - LEGAL CAPACITY AND RELATIONS WITH OUTSIDERS - ASSUMPTIONS IN RELATION TO DEALINGS – whether a person convicted of fraud was a director of the plaintiff – whether, even if the person convicted of fraud was not a director of the plaintiff, and did not have actual authority to act on the plaintiff’s behalf, he had authority to act on the plaintiff’s behalf due to the doctrine of ostensible authority – whether, even if the person convicted of fraud was not a director of the plaintiff, and did not have actual authority to act on the plaintiff’s behalf, he had authority to act on the plaintiff’s behalf due to the doctrine of lingering apparent authority EQUITY – GENERAL PRINCIPLES – FIDUCIARY DUTIES – PARTICULAR CASES – JOINT VENTURER – whether the joint venture partners were fiduciaries to each other – whether the defendants breached their fiduciary duties to the plaintiff – whether the defendants’ alleged breach of fiduciary duty caused the claimed loss CONTRACTS – GENERAL CONTRACTUAL PRINCIPLES – DISCHARGE, BREACH AND DEFENCES TO ACTIONS FOR BREACH – whether the defendants breached their contractual duties to the plaintiff Hospital Products Ltd v United States Surgical Corporation (1984) 156 CLR 41 O’Halloran v R T Thomas & Family Pty Ltd (1998) NSWLR 262 R v Burns (1996) 183 CLR 501 Corporations Act 2001 (Cth), s 206B
COUNSEL:	N Ferrett for the plaintiff The second defendant appeared on his own behalf, and on behalf of the first, third, fourth and fifth defendants
SOLICITORS:	Lillas and Loel Lawyers for the plaintiff The second defendant appeared on his own behalf, and on behalf of the first, third, fourth and fifth defendants