JURISDICTION : DISTRICT COURT OF WESTERN AUSTRALIA
IN CIVIL
LOCATION: PERTH
CITATION: RODNEY CULLETON -v- INGHAMS ENTERPRISE PTY LTD [2019] WADC 79
CORAM: GETHING DCJ
HEARD: 10 MAY 2019
DELIVERED : 14 JUNE 2019
FILE NO/S: CIV 3961 of 2017
BETWEEN: RODNEY CULLETON
Plaintiff
AND
INGHAMS ENTERPRISE PTY LTD
Defendant
Catchwords:
Practice and procedure - Defendant's application for summary judgment - Turns on own facts
Legislation:
Rules of the Supreme Court 1971 (WA), O 16
Result:
Plaintiff's claim dismissed
Representation:
Counsel:
| Plaintiff | : | In person |
| Defendant | : | Mr P D C Robinson |
Solicitors:
| Plaintiff | : | Not applicable |
| Defendant | : | Williams & Hughes |
Case(s) referred to in decision(s):
Agar v Hyde [2000] HCA 41; (2000) 201 CLR 552
Alcoa of Australia Ltd v Apache Energy Ltd [2012] WASC 209
Anderson v Effexseven (1998) 10 ANZ Ins Cas 61-424
Ansearch Ltd v Wavtech Pty Ltd [2006] WASC 184
Australian Can Co Pty Ltd v Levin & Co Pty Ltd [1947] VLR 332
Bailey v New South Wales Medical Defence Union Ltd [1995] HCA 28; (1995) 184 CLR 399
Batistatos v Roads and Traffic Authority of New South Wales [2006] HCA 27; (2006) 226 CLR 256
Bechara v Sotrip Pty Ltd [2011] NSWSC 252
Briggs v Glentham Pty Ltd (1992) 8 WAR 339
Burton v The President of the Shire of Bairnsdale [1908] HCA 57; (1908) 7 CLR 76
Citi Nominees Pty Ltd v Fenny [2006] WASC 97
Dey v Victorian Railway Commissioners [1949] HCA 1; (1949) 78 CLR 62
Duckworth v Water Corporation [No 2] [2015] WASC 411
Eng Mee Yong v Letchumanan [1980] AC 331
Fancourt v Mercantile Credits Ltd [1983] HCA 25; (1983) 154 CLR 87
Forsayth NL v Northern Gold NL Forsayth NL v Northern Gold NL (Unreported, WASCA, Library No 940012, 20 January 1994)
Foss v Harbottle (1843) 2 Hare 461; 67 ER 189
Glew v Frank Jasper Pty Ltd [2010] WASCA 87
Gould v Vaggelas [1984] HCA 68; (1984) 157 CLR 215
Great City Pty Ltd v Kemayan Management Services (Australia) Pty Ltd [1999] WASC 70
Hunt v Knabe [No 2] (1992) 8 WAR 96
Ibrahim v The Honourable Justice Carolyn Martin [2012] WASC 338
Jasmin Solar Pty Ltd v Trina Solar Australia Pty Ltd [2015] FCA 1453
Johnson v Hallam [2015] WASC 149
Kezic v St John of God Health Care Inc [2015] WASCA 220
Knights Capital Group Ltd v Bajada and Associates Pty Ltd [2016] WASC 69
Liebherr-Australia Pty Ltd v Bloomfield [2006] WASCA 128
Lois Nominees Pty Ltd v QBE Insurance (Australia) Ltd [2011] WASC 208
Lundie v Rowena Nominees Pty Ltd [2006] WASCA 106
Lycopodium Minerals Ltd v Datacom Systems (WA) [2017] WASC 80
MacTiernan, Re; Ex parte Coogee Coastal Action Coalition Incorporated [2005] WASCA 109
Moleirinho v Talbot & Olivier Lawyers Pty Ltd [2014] WASCA 65
Neil v Nott [1994] HCA 23 [5]; (1994) 68 ALJR 509
Nobarani v Mariconte [2018] HCA 36
Re Attorney-General; Ex parte Skyring [1996]…
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- Case
- [2019] WADC 79
- Decision Date
CaseChat Overview and Summary
The court needed to determine whether Mr. Culleton signed the License Agreement as the trustee and not in his personal capacity. This determination hinged on whether a reasonable person in the position of the parties would have believed that Mr. Culleton acted as the trustee when he signed the agreement. The court applied principles from previous cases, emphasizing that a person entering into a contract as a trustee is not obligated to disclose this fact to the other party. The court also noted that the absence of explicit reference to trustee status in the document was generally of little or no significance.
The court found that the primary source for determining the intention of the parties was the document itself, with other sources only used if the document was incapable of providing an unambiguous answer. It was concluded that a reasonable person would have believed Mr. Culleton acted as the trustee because he was associated with the business of promoting and supplying Grain Kegs, which was the subject of the Trust. The court held that the absence of explicit reference to the trustee status in the License Agreement did not negate the reasonable belief that Mr. Culleton acted as the trustee.
The court dismissed Inghams Enterprise's application for summary judgment and ordered that the matter proceed to trial.
Orders
Orders of the court
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Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
The fact that the Licence Agreement does not expressly state that Mr Culleton executed it as the Trustee is 'of no particular significance'.[43] In Duckworth v Water Corporation [No 2] Mitchell J observed that 'a person who enters a contract as trustee is under no obligation to disclose that fact to the other contracting party'.[44] His Honour continued that 'there are many reasons why a trustee may choose not to do so, and the fact that there is no express reference to a person acting as trustee is generally of little or no significance'.[45] His Honour applied the approach adopted by Eames J in Re Interwest Hotels Pty Ltd (in liq) to determine the capacity in which the person acted, summarised as follows:[46]1.The document itself is the primary source from which the intention of the parties is to be ascertained and reference may be had to other sources only if the document is incapable of giving an unambiguous answer …2.Where a company is known to have acted in the past as trustee and all its assets are held on trust then clear words would be required to establish that the company was acting in its personal capacity (a result which would fly in the face of commercial logic) … In the present case the trustee is an individual, but the same principle should apply where the trustee enters into contractual relations concerning the property which is held on trust.3.Evidence which does not contradict anything in the contract is admissible, not to construe the contract, but to determine the factual question of the capacity in which a party entered into the contract. The evidence need not be confined temporally, or to evidence of oral statements made by the parties …4.The capacity in which a party entered into a contract is to be determined objectively ...[43] Duckworth v Water Corporation [No 2] [2015] WASC 411 [46] (Mitchell J). [44] Duckworth [47], citing Bechara v Sotrip Pty Ltd [2011] NSWSC 252 [22] – [25] (Barrett J). [45] Duckworth [47]. [46] Duckworth [48] (footnotes omitted); Re Interwest Hotels Pty Ltd (In Liq) (1993) 12 ACSR 78 [5], [7]-[9]. The central issue is whether a reasonable person in the position of the parties would have believed that when Mr Culleton signed the Licence Agreement he did so as the Trustee and not merely in his own right.[47][47] Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd [2004] HCA 52; (2004) 219 CLR 165 [40] (Gleeson CJ, Gummow, Hayne, Callinan & Heydon JJ). The Trust is not mentioned in the License Agreement. Mr Culleton is only referred to in clause 7. That clause is in the following terms:7.Rodney Culleton7.1Elite and AusKeg agree to procure the supply to Inghams of the services of Rodney Culleton (Culleton) for the Term.7.2Culleton will provide the following services (Services):7.2.1promote, and assist Inghams in building the model for, and the promotion of, Grain Kegs; and7.2.3train Inghams staff in the use and promotion of Grain Kegs.7.3In consideration for the services of Culleton, as described above, Inghams will pay Auskeg and or Culleton a consultation fee I royalty for the Term as outlined in Schedule 3, which will remain payable for the minimum period of this contract unless the Agreement is terminated pursuant to clause 5.2 by either party. (Although royalty payments are expressed as amounts per week, these payments will be accumulated and paid on a monthly basis). These payments cover all costs associated with the business arrangements including office expenses, accommodation, air fares, phone and other expenses as incurred. In the event the agreement is extended into other States pursuant to Clause 6 then further fees will be negotiated to be payable to Culleton in the event their services are used.7.4Culleton must each use his best endeavours to:7.4.1assist Inghams in performing the Services; and7.4.2to promote and successfully launch Mitavite products including the Blended Rolled Product, and maximise the prospects of success of these arrangements.