He v Sunnya Pty Ltd; Supermega Market Ltd v Sunnya Pty Ltd

In *He v Sunnya Pty Ltd; Supermega Market Ltd v Sunnya Pty Ltd*, the New South Wales Court of Appeal considered appeals concerning the fiduciary duties of former directors and the scope of injunctive relief. The dispute involved allegations that former directors of Sunnya Pty Ltd had breached their fiduciary duties by exploiting a commercial opportunity after their resignation, and that third parties had knowingly assisted in this breach.

The Court was required to determine whether the fiduciary duties of directors continued to bind them after their resignation, particularly in relation to opportunities that arose during their tenure. Furthermore, the Court had to consider whether the company's inability to exploit the opportunity at the time it arose would preclude a finding of breach of fiduciary duty by the former directors. The width of injunctive relief that could be ordered against a defaulting fiduciary and a knowing assistant was also a key issue.

The Court of Appeal affirmed the primary judge's findings, holding that the fiduciary duties of directors do not automatically cease upon resignation. The Court reasoned that the duty to not profit from a position of trust and to not misuse corporate opportunities can extend beyond the formal termination of directorships, especially where the opportunity arose during their directorship. The Court also found that the company's potential inability to exploit the opportunity did not negate the directors' duty, as the breach lay in the misuse of their position and the information gained. The principles governing the scope of equitable remedies, including injunctions against fiduciaries and knowing assistants, were applied to ensure adequate protection for the company.

Consequently, both appeals were dismissed, with the appellants ordered to pay the costs of the first and second respondents.