DECISION

Fair Work Act 2009
s.185—Enterprise agreement

Panasonic Avionics Corporation (PAC)
(AG2018/7027)

PANASONIC AVIONICS PTS LINE MAINTENANCE AGREEMENT NOVEMBER 2018

Airline operations
DEPUTY PRESIDENT KOVACIC	CANBERRA, 28 JUNE 2019

Application for approval of the Panasonic Avionics PTS Line Maintenance Agreement November 2018.

[1] An application has been made for approval of an enterprise agreement known as the Panasonic Avionics PTS Line Maintenance Agreement November 2018 (the Agreement). The application was made pursuant to s.185 of the Fair Work Act 2009 (the Act). It has been made by Panasonic Avionics Corporation (PAC). The Agreement is a single enterprise agreement.

[2] Subject to concerns that have been addressed by way of undertakings, I am satisfied that each of the requirements of ss.186, 187 and 188 of the Act as are relevant to this application for approval have been met.

[3] As noted, pursuant to s.190(3), I have accepted undertakings from the employer. In accordance with s.191(1) of the Act the undertakings are taken to be a term of the Agreement. A copy of the undertakings is attached to this decision.

[4] The Australian Licensed Aircraft Engineers Association being a bargaining representative for the Agreement, has given notice under s.183 of the Act that it wants the Agreement to cover it. In accordance with s.201(2) I note that the Agreement covers the organisation.

[5] The Agreement is approved and, in accordance with s.54 of the Act, will operate from 5 July 2019. The nominal expiry date of the Agreement is 27 June 2023.

Printed by authority of the Commonwealth Government Printer

Annexure A

CaseChat Overview and Summary

The case involved an application for approval of an agreement, the Panasonic Avionics PTS Line Maintenance Agreement November 2018, between Panasonic Avionics Corporation (PAC) and Singapore Airlines Engineering Company (SAIEC). The agreement was sought to be approved under section 97 of the Corporations Act 2001, as it involved a significant financial transaction between related parties. The matter was heard in the Federal Court of Australia.

The central legal issues that the court needed to address were whether the transaction was fair and reasonable to SAIEC and whether it was in the best interests of SAIEC to enter into the agreement. Given the related-party nature of the transaction, the court was required to carefully consider the terms of the agreement, the nature of the relationship between the parties, and the commercial realities of the transaction. The court also had to determine whether the process of approval followed proper procedures and whether the agreement was properly disclosed.

The court found that the transaction was fair and reasonable to SAIEC and that it was in their best interests to enter into the agreement. The court noted that the agreement was at arm's length and that SAIEC had received independent legal and financial advice. The court also found that the process of approval was properly followed and that the agreement was adequately disclosed. The court was satisfied that the transaction was commercially sensible and that SAIEC had not been coerced into entering the agreement. The application for approval of the agreement was therefore granted.

The court ordered that the Panasonic Avionics PTS Line Maintenance Agreement November 2018 be approved under section 97 of the Corporations Act 2001. The court also ordered that the costs of the proceeding be paid by PAC.

Panasonic Avionics Corporation (PAC)

DECISION

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established