Perpetual Trustee Company Limited v Westfield Management Limited & Anor

Perpetual Trustee Company Limited (the plaintiff) brought proceedings against Westfield Management Limited and Westfield Holdings Limited (the defendants) in the Supreme Court of New South Wales. The dispute concerned the plaintiff's entitlement to a commission on the sale of a property, which had been managed by the defendants. The plaintiff alleged that the defendants had breached their fiduciary duties owed to the plaintiff by failing to disclose material information regarding the sale of the property and by engaging in conduct that was not in the plaintiff's best interests.

The central legal issue before the court was whether the defendants, in their capacity as managers of the property, owed fiduciary duties to the plaintiff, and if so, whether those duties had been breached. Specifically, the court had to determine the scope of the fiduciary obligations, if any, that arose from the management agreement between the parties and whether the defendants' actions in facilitating the sale of the property, including their involvement in the marketing and negotiation process, constituted a breach of those duties.

Gummow ACJ found that the defendants, by virtue of the management agreement and their role in managing the plaintiff's property, did owe fiduciary duties to the plaintiff. His Honour reasoned that the relationship was one of trust and confidence, requiring the defendants to act in the plaintiff's best interests and to disclose all material information. The court concluded that the defendants had breached these duties by failing to disclose crucial information about the sale price and by prioritising their own interests over those of the plaintiff. The court held that the plaintiff was entitled to an account of profits and equitable compensation for the losses suffered as a result of the defendants' breaches.