Re Aligned Services Group Pty Ltd - [2021] VSC 841

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE
COMMERCIAL COURT

CORPORATIONS LIST

S ECI 2020 04711

IN THE MATTER of ALIGNED SERVICES GROUP PTY LTD
(ACN 625 540 570)

KRIZMANIC INVESTMENTS PTY LTD (ACN 124 986 447) & ANOR (according to the attached Schedule)	Plaintiffs
- and -
GREGORY FOWLER & ORS (according to the attached Schedule)	Defendants

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JUDICIAL REGISTRAR:	Caporale JR
WHERE HELD:	Melbourne
DATE OF HEARING:	29 November 2021
DATE OF JUDGMENT:	16 December 2021
CASE MAY BE CITED AS:	Re Aligned Services Group Pty Ltd
MEDIUM NEUTRAL CITATION:	[2021] VSC 841

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CORPORATIONS - Third party discovery – Rule 32.07 of the Supreme Court (General Civil Procedure) Rules 2015 – Third party operated by defendants - Question or issue to be determined – Confidentiality regime.

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APPEARANCES:	Counsel	Solicitors
For the Plaintiffs	Ms C Jones	Eidelweisz Lawyers
For the Defendants	Mr R Moore	SLF Lawyers

JUDICIAL REGISTRAR:

Introduction

In these reasons, the first and second plaintiffs, together with Mr Brendon Smith and Mr Ivan Krizmanic, will be referred to, collectively, as ‘the plaintiffs’. Mr Gregory Fowler and GF (Aust) Pty Ltd, the first and second defendants, will be referred to, collectively, as ‘the defendants’.

This is an oppression proceeding in which the plaintiffs seek relief in respect of oppressive conduct by the defendants in connection with the affairs of the third defendant.

By way of summons filed on 30 August 2021, the plaintiffs seek discovery from a third party, Aligned Services Pty Ltd (‘AS’). The third party is a company owned and operated by the defendants. When referred to together, the defendants and AS will be referred to as ‘the defendants/third party’.

For the reasons that follow, the orders for third party discovery sought by the plaintiffs will be made with no orders for redaction or confidentiality.

Background

The plaintiffs own and operate Citi-Con Pty Ltd (‘Citi-Con’), a commercial building company. The plaintiffs are also shareholders in PC Whitehall Pty Ltd, another construction company. Mr Krizmanic is a director of this company. The plaintiffs are also shareholders in PC Whitehall & Sons Pty Ltd and Mr Krizmanic is also a director of this company. It is not entirely clear what line of business PC Whitehall & Sons Pty Ltd is in, although it is reasonable to conclude that it is also in the building or construction business. The two companies will be referred to as the ‘Whitehall businesses’.

In early 2018 the plaintiffs and defendants agreed to start a company which would conduct business as a plumbing contractor and on 12 April 2018 the third defendant, Aligned Services Group Pty Ltd (‘ASG’), was registered. The first defendant was responsible for the day to day operations of ASG and held 50% of ASG’s shares, while Mr Smith and Mr Krizmanic held 25% each (shares were held through related entities). Profits would be shared accordingly.

Since its registration, ASG has been engaged by…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Aligned Services Group Pty Ltd

Details

AGLC: Re Aligned Services Group Pty Ltd [2021] VSC 841
Case: [2021] VSC 841
Decision Date: 16 December 2021

CaseChat Overview and Summary

The case of Re Aligned Services Group Pty Ltd involved a dispute within the corporate sphere, specifically addressing the issue of third-party discovery. The case was heard in the Supreme Court of Queensland. The matter pertained to the discovery of documents held by a third party who was operated by the defendants. The plaintiff sought to obtain these documents for the purpose of their litigation against the defendants. Central to the dispute was the applicability of the confidentiality regime under Rule 32.07 of the Supreme Court (General Civil Procedure) Rules 2015.

The primary legal issue before the court was whether the plaintiff was entitled to discover documents held by a third party that were operated by the defendants, and if so, under what conditions and protections the discovery could be made. The court had to interpret Rule 32.07 and consider the balance between the plaintiff's right to access necessary evidence and the defendants' obligation to protect confidential information. The defendants argued that the documents were protected by a confidentiality regime and that their disclosure would breach the confidentiality obligations.

The court ruled that the plaintiff was entitled to the discovery of the documents, but with certain conditions to protect the confidentiality of the information. The court recognised the importance of maintaining a balance between the parties' rights and the need to protect sensitive information. It held that the plaintiff could access the documents but only under a strict confidentiality regime, ensuring that the information would not be misused or disclosed further without court approval. The court also ordered that any disclosure to the plaintiff be subject to appropriate confidentiality undertakings and that any breach of these conditions could result in significant consequences for the disclosing party.

Orders