Global Advanced Metals Pty Ltd v Metallurg Inc

The appeal in Global Advanced Metals Pty Ltd v Metallurg Inc involved an appeal by the appellant (Global) against a decision of Chaney J, who found in favour of the respondent (Metallurg) and made orders substantively in the terms sought. The primary decision concerned an application by Metallurg for declarations as to the proper construction of certain provisions of a shareholders deed concerning its rights to inspect and take copies of Global's documents, and for an injunction compelling Global to allow Metallurg to inspect and take copies of certain documents. The Shareholders Deed provided that Metallurg was entitled to obtain access to and inspection of Global's confidential information for a permitted purpose. Metallurg, a wholly owned subsidiary of AMG, acquired shares in Global as partial consideration for the amendment of a long-term supply contract. Following concerns by Metallurg about certain aspects of Global's accounts, Metallurg requested access to Global's books and records. Global refused to allow Metallurg to inspect and take copies of its documents unless Metallurg agreed to a confidentiality deed and protocol. The primary issue for the court was the proper construction of the Shareholders Deed and whether Metallurg was entitled to inspect and take copies of Global's documents. The court found that the Shareholders Deed provided Metallurg with a right to obtain access to and inspection of Global's confidential information for a permitted purpose. However, the court also found that Global had a legitimate concern that the confidential information may be misused by Metallurg to gain a competitive advantage. The court held that the obligation not to use confidential information in a way which damages or is reasonably likely to damage the company applied to Metallurg as a Relevant Shareholder. The court held that Metallurg was not entitled to inspect and take copies of Global's documents without agreeing to a confidentiality deed and protocol. The appeal was dismissed. The court found in favour of Metallurg and made orders substantively in the terms sought.