Freitag v Bruderle - [2011] QCA 313

SUPREME COURT OF QUEENSLAND

CITATION:

Freitag v Bruderle & Anor [2011] QCA 313

PARTIES:

SVARGO KLAUS FREITAG as administrator of the Estate of GUNTER MULLER
(appellant)
v
DIETHARDT EUGEN BRUDERLE
(first respondent)
PARS PRO TOTO PTY LTD
ACN 010 859 579
(second respondent)

FILE NO/S:

Appeal No 5635 of 2011
SC No 165 of 2009

DIVISION:

Court of Appeal

PROCEEDING:

General Civil Appeal

ORIGINATING COURT:

Supreme Court at Cairns

DELIVERED ON:

4 November 2011

DELIVERED AT:

Brisbane

HEARING DATE:

13 October 2011

JUDGES:

Margaret McMurdo P, Chesterman JA and McMeekin J
Separate reasons for judgment of each member of the Court, each concurring as to the order made

ORDER:

The appeal is dismissed.

CATCHWORDS:

CORPORATIONS – SHARE CAPITAL – SHARES – VALUATION – where the appellant brought proceedings against the respondents as the administrator of the deceased’s estate – where the deceased was a shareholder of the second respondent company – where the appellant claims a number of shares were issued below par to the first respondent – where the appellant sought orders for the company to be wound up and for the first respondent to pay the second respondent the unpaid amounts owing for his shares – whether the shares were issued to the first respondent below par value

CORPORATIONS – MANAGEMENT AND ADMINISTRATION – DUTIES AND LIABILITIES OF OFFICERS OF CORPORATION – where the appellant alleges the first respondent breached fiduciary and statutory duties as a director – whether the first respondent owed statutory and fiduciary duties to the deceased’s estate

Company Law Review Act 1998 (Cth), s 1427
Corporations Act 2001 (Cth), s 232, s 233, s 234, s 236,
s 237, s 254B, s 254C
Limitation of Actions Act 1974 (Qld), s 38
Uniform Civil Procedure Rules 1999 (Qld), r 658

Brunninghausen v Glavanics (1999) 46 NSWLR 538; [1999] NSWCA 199, considered
Crawley v Short (2009) 262 ALR 654; [2009] NSWCA 410, cited
Percival v Wright [1902] 2 Ch 421, cited

COUNSEL:

The appellant appeared on his own behalf
The first respondent appeared on his own behalf and in his capacity as director of the second respondent

SOLICITORS:

The appellant appeared on his own behalf
The first respondent appeared on his own behalf and in his capacity as director of the second respondent

MARGARET McMURDO P: The appeal should be dismissed for the reasons given by Chesterman JA.

CHESTERMAN JA: The late Gunter Muller (“deceased”) died intestate in a motor car accident on 25 April 1990. He and the first respondent Mr Bruderle had been friends and were shareholders in the second respondent (“company”). The appellant who was the plaintiff in an action commenced against the respondents in the Cairns Registry of the Supreme Court on 3 April 2009 brought the claim as administrator of the deceased’s estate.

None of the appellant or the respondents has been legally represented, a fact which has made an understanding of the issues in the appeal unusually difficult. The first respondent was given leave to appear…

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 Freitag v Bruderle

Details

AGLC: Freitag v Bruderle [2011] QCA 313
Case: [2011] QCA 313
Decision Date: 4 November 2011

CaseChat Overview and Summary

In the case of Freitag v Bruderle, the appellant, acting as the administrator of the deceased's estate, brought proceedings against the respondents. The deceased had been a shareholder in the second respondent company, and the appellant claims that a number of shares were issued below par to the first respondent. The appellant sought orders for the company to be wound up and for the first respondent to compensate the second respondent for the unpaid amounts owing for the shares. The central issue before the court was whether the shares were indeed issued to the first respondent below their par value.

The legal issues that the court had to decide included whether the shares were issued at a value below par and if the first respondent, as a director, owed statutory and fiduciary duties to the deceased's estate. The court had to assess whether the first respondent breached any fiduciary or statutory duties in the issuance of the shares. Additionally, the court needed to determine if the alleged breach of duty gave rise to any liability that could be enforced by the appellant on behalf of the deceased’s estate.

The court found that the shares were not issued below par value, as the evidence did not support the appellant's claim. Furthermore, the court held that the first respondent did not owe statutory or fiduciary duties to the deceased’s estate that could be enforced by the appellant. Consequently, the appeal was dismissed, and no orders were made in favour of the appellant.

Orders

Orders of the court

The appeal 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:	Freitag v Bruderle & Anor [2011] QCA 313
PARTIES:	SVARGO KLAUS FREITAG as administrator of the Estate of GUNTER MULLER (appellant) v DIETHARDT EUGEN BRUDERLE (first respondent) PARS PRO TOTO PTY LTD ACN 010 859 579 (second respondent)
FILE NO/S:	Appeal No 5635 of 2011 SC No 165 of 2009
DIVISION:	Court of Appeal
PROCEEDING:	General Civil Appeal
ORIGINATING COURT:	Supreme Court at Cairns
DELIVERED ON:	4 November 2011
DELIVERED AT:	Brisbane
HEARING DATE:	13 October 2011
JUDGES:	Margaret McMurdo P, Chesterman JA and McMeekin J Separate reasons for judgment of each member of the Court, each concurring as to the order made
ORDER:	The appeal is dismissed.
CATCHWORDS:	CORPORATIONS – SHARE CAPITAL – SHARES – VALUATION – where the appellant brought proceedings against the respondents as the administrator of the deceased’s estate – where the deceased was a shareholder of the second respondent company – where the appellant claims a number of shares were issued below par to the first respondent – where the appellant sought orders for the company to be wound up and for the first respondent to pay the second respondent the unpaid amounts owing for his shares – whether the shares were issued to the first respondent below par value CORPORATIONS – MANAGEMENT AND ADMINISTRATION – DUTIES AND LIABILITIES OF OFFICERS OF CORPORATION – where the appellant alleges the first respondent breached fiduciary and statutory duties as a director – whether the first respondent owed statutory and fiduciary duties to the deceased’s estate Company Law Review Act 1998 (Cth), s 1427 Corporations Act 2001 (Cth), s 232, s 233, s 234, s 236, s 237, s 254B, s 254C Limitation of Actions Act 1974 (Qld), s 38 Uniform Civil Procedure Rules 1999 (Qld), r 658 Brunninghausen v Glavanics (1999) 46 NSWLR 538; [1999] NSWCA 199, considered Crawley v Short (2009) 262 ALR 654; [2009] NSWCA 410, cited Percival v Wright [1902] 2 Ch 421, cited
COUNSEL:	The appellant appeared on his own behalf The first respondent appeared on his own behalf and in his capacity as director of the second respondent
SOLICITORS:	The appellant appeared on his own behalf The first respondent appeared on his own behalf and in his capacity as director of the second respondent