FEDERAL COURT OF AUSTRALIA
Matthews v Clifton [2014] FCA 415
Citation: Matthews v Clifton [2014] FCA 415 Parties: ANTHONY CHRISTOPHER MATTHEWS AS LIQUIDATOR OF ACN 007 940 936 IWH PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION) ACN 007 940 936 AND SCARCE BUILDERS & DEVELOPERS PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION) ACN 056 879 175 v TIMOTHY JAMES CLIFTON AND MARK CHRISTOPHER HALL AS RECEIVERS AND MANAGERS OF ACN 007 940 936 IWH PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION) ACN 007 940 936 AND SCARCE BUILDERS & DEVELOPERS PTY LTD (RECEIVERS AND MANAGERS APPOINTED) (IN LIQUIDATION) ACN 056 879 175, NEIL ARTHUR SCARCE, SYLVIA SCARCE, DENARIUS PTY LTD ACN 008 045 618, ADRION PTY LTD ACN 056 647 253, NEIL SCARCE REAL ESTATE PTY LTD ACN 104 469 294 and MONTMIRAIL PTY LTD ACN 053 979 383 File number: SAD 261 of 2013 Judge: WHITE J Date of judgment: 30 April 2014 Catchwords: CORPORATIONS – application by liquidator for possession of computers of companies under s 434B of the Corporations Act 2001 (Cth) – computers in possession of receivers and managers – cross-claim by interveners for protection of confidential information contained on the computers – principles relating to equitable protection of confidential information Legislation: Copyright Act 1968 (Cth) s 35
Corporations Act 2001 (Cth) ss 9, 434B, 436A, 439C, 446A, 506, 511, 530B
Privacy Act 1988 (Cth) ss 6, 6C, 6D, 7B, 15, 16A, 98, Sch 1, Privacy Principle No 6
Privacy Amendment (Enhancing Privacy Protection) Act 2012 (Cth)Cases cited: Australian Broadcasting Corporation v Lenah Game Meats [2001] HCA 63; (2001) 208 CLR 199
Baker v Campbell (1983) 153 CLR 52
Breen v Williams (1996) 186 CLR 71
Corrs, Pavey, Whiting and Byrne v Collector of Customs (1987) 14 FCR 434
Johns v Australian Securities Commission (1993) 178 CLR 408
Mancini v Mancini [1999] NSWSC 800
Moorgate Tobacco Co Ltd v Philip Morris Ltd (No 2) (1984) 156 CLR 414
Smith Kline and French Laboratories (Aust) Ltd v Secretary, Department of Community Services and Health (1990) 22 FCR 73
Smith Kline and French Laboratories (Australia) Ltd v Secretary to the Department of Community Services and Health (1991) 28 FCR 291
The Commonwealth of Australia v John Fairfax & Sons Ltd (1980) 147 CLR 39
The Daniels Corporation International Pty Ltd v Australian Competition and Consumer Commission [2002] HCA 49; (2002) 213 CLR 543Date of hearing: 15 November 2013 Place: Adelaide Division: GENERAL DIVISION Category: Catchwords Number of paragraphs: 88 Counsel for the Plaintiff/Cross-Respondent: Mr J Carney Solicitor for the Plaintiff/Cross-Respondent: Norman Waterhouse Lawyers Counsel for the First and Second Defendants: No appearance Solicitor for the First and Second Defendants: Finlaysons Lawyers Counsel for the Third to Eighth Defendants/Cross-Claimants: Mr B Roberts Solicitor for the Third to Eighth Defendants/Cross-Claimants: Mansueto Legal
IN THE FEDERAL COURT OF AUSTRALIA
SOUTH AUSTRALIA DISTRICT REGISTRY
GENERAL DIVISION
SAD 261 of 2013
IN THE MATTER OF ACN 007 940 936 IWH PTY LTD (RECEIVERS AND MANAGERS APPOINTED)…
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Details
- AGLC
- Matthews v Clifton [2014] FCA 415
- Case
- [2014] FCA 415
- Decision Date
CaseChat Overview and Summary
In the Federal Court, Matthews, the liquidator of two companies, sought an order for possession of computers belonging to the companies, which were in the possession of receivers and managers. The receivers and managers, as well as other parties, filed a cross-claim seeking protection for confidential information contained on the computers. The primary legal issue was whether the cross-claimants were entitled to protection of their confidential information and if so, what form that protection should take. Additionally, the court needed to determine whether the liquidator was entitled to possession of the computers.
The court found that the cross-claimants had made a valid claim for the protection of their confidential information. The court held that the equitable principle of protecting confidential information applied in this case, and that the receivers and managers had a duty to safeguard such information. The court rejected the liquidator’s principal contentions regarding the application for winding up the companies and possession of the computers. The court considered that the liquidator’s application for a court-ordered winding up was not necessarily required under the circumstances and deferred making final orders until the cross-claimants proposed specific orders for the inspection and identification of confidential information on the computers. The court also directed the parties to confer and agree on these orders before final orders were made.
The court ordered that the cross-claimants prepare specific minutes outlining the proposed orders for an inspection and identification regime of the confidential information on the computers. These orders were to be provided by 6 May 2014. The parties were directed to confer and agree on these orders by 9 May 2014, with final orders to be deferred until this process was completed.
The court found that the cross-claimants had made a valid claim for the protection of their confidential information. The court held that the equitable principle of protecting confidential information applied in this case, and that the receivers and managers had a duty to safeguard such information. The court rejected the liquidator’s principal contentions regarding the application for winding up the companies and possession of the computers. The court considered that the liquidator’s application for a court-ordered winding up was not necessarily required under the circumstances and deferred making final orders until the cross-claimants proposed specific orders for the inspection and identification of confidential information on the computers. The court also directed the parties to confer and agree on these orders before final orders were made.
The court ordered that the cross-claimants prepare specific minutes outlining the proposed orders for an inspection and identification regime of the confidential information on the computers. These orders were to be provided by 6 May 2014. The parties were directed to confer and agree on these orders by 9 May 2014, with final orders to be deferred until this process was completed.
Orders
Orders of the court
1. The cross-claimants are, by 6 May 2014, to prepare minutes of the orders they propose to give effect to a regime for the inspection and identification of the confidential and privileged information of the cross-claimants on the Computers.
2. The parties are, by 9 May 2014, to confer with a view to agreeing those orders.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
Accordingly, I am satisfied that this element is established.Conclusion For these reasons, I consider that the cross-claimants have made good their claim for protection of their confidential information and that orders disposing of the present dispute should be made on the cross-claim. I reject the two principal contentions of the plaintiff summarised in [16] of these reasons. This conclusion makes it unnecessary to consider the plaintiff’s application for a court-ordered winding up of the companies, although I express some doubt, having regard to s 506 of the Corporations Act, that s 434B(4) required such an order in the circumstances of this case. I set out earlier in these reasons the content of the orders sought by the cross-claimants. Although I will uphold the cross-claimants’ claim, it is inappropriate to make orders in those general terms. The plaintiff did on 19 December 2013 provide more specific descriptions of the Computers but those descriptions cannot be used presently to frame specific orders. Accordingly, I direct that the cross-claimants prepare minutes of the orders they propose to give effect to the inspection and identification regime outlined by Mr du Plessis in paragraph 3.10.1 of his report relating to [1.2] and [1.3] of their claimed relief. The parties are to confer with a view to agreeing those orders. I will defer the making of final orders, including orders on the plaintiff’s application, until those minutes have been provided.
Ratio Decidendi
Legal Principle Established
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