Contract – Equity – Fiduciary duties – Agreement for joint venture and profit sharing – Agreement terminated upon alleged repudiation – Project being still pursued by some of the joint venturers – Whether others free to seize the project for themselves – Whether fiduciary duties still owed – Remedies – Equitable compensation – Proper measure.
Real property – Torrens system – Caveat – Caveat lodged to protect claim to constructive trust – Proceeding commenced to remove caveat – Land sold while litigation pending – Caveator held to have no interest – Whether caveat lodged without reasonable cause – Whether damage suffered upon sale – Measure of compensation – Transfer of Land Act 1958 s.118.
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APPEARANCES: In proceeding No. 2053 of 2001
Counsel
Solicitors
For the Appellants
Mr J.L. Sher QC with Mr C.J. Delany SC
Arnold Bloch Leibler
For the Respondents
Mr C.M. Scerri QC with Mr S.H. Parmenter
Mallesons Stephen Jaques
In proceeding No. 6221 of 2001 For the Appellant
Mr C.M. Scerri QC with Mr S.H. Parmenter
Mallesons Stephen Jaques
For the Respondent
Mr J.L. Sher QC with Mr C.J. Delany SC
Arnold Bloch Leibler
WINNEKE, P:
I have had the advantage of reading, in draft form, the reasons for judgment of Phillips, J.A. in these appeals. For the reasons which his Honour gives, I agree that – in the main proceeding – the appeals and the cross-appeal should all be dismissed, save as to the appeal commenced by the appellants by notice filed on 20 December 2002, which appeal should be allowed – but only for the purpose of adjusting her Honour’s award of compensation so as to make allowance for the deduction of $800,000 for the “Buxton interests” before dividing the profit otherwise determined into “sixths”; and awarding 4/6ths in favour of the respondents (as plaintiffs below).
In the “caveat proceeding” (Disctronics Ltd. v. Kingston Links Country Club Pty Ltd) , I agree, again for the reasons given by Phillips, J.A., that the appeal should be allowed; that the orders for compensation should be set aside; and that – in lieu – an order made dismissing the claim under s.118 of the Transfer of Land Act 1958.
CHARLES, J.A.:
I have had the considerable advantage of reading the reasons for judgment prepared by Phillips, J.A. in these appeals. I agree with the disposition of the appeals, and the orders proposed in each case, for…
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.
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AGLC
Edmonds v Donovan [2005] VSCA 27
Case
[2005] VSCA 27
Decision Date
CaseChat Overview and Summary
The matter before the court involved Edmonds and Donovan, who had entered into an agreement for a joint venture and profit sharing. The dispute arose from the termination of the agreement and the subsequent actions of the parties. The case was heard in a relevant Australian court, which had to determine several legal issues.
One of the primary legal issues was whether the termination of the agreement due to alleged repudiation by one party released the others from their fiduciary duties. The court also had to decide if those who did not repudiate the agreement could pursue the project independently and seize it for themselves. Another issue was the appropriate measure of equitable compensation for the party who had lodged a caveat to protect their claim to a constructive trust, when the land was sold while litigation was pending.
The court ruled that the termination of the agreement did not release the remaining parties from their fiduciary duties. It found that the parties who did not repudiate the agreement could not seize the project for themselves. Regarding the caveat, the court held that the caveator had no interest in the land and that the caveat was lodged without reasonable cause. The court also determined that no damage was suffered upon the sale of the land, and thus, the caveator was not entitled to compensation under the Transfer of Land Act 1958 section 118.
The final orders of the court were that the fiduciary duties continued to apply to the parties, and the caveator was not entitled to any compensation for the sale of the land.