Rodney Culleton v Inghams Enterprise Pty Ltd

Link copied
Case Copied 30 min read

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

Mischin v Tey [2015] WASC 146

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]…

CaseChat AU logo

Keep reading for free

Create a free CaseChat account to read Rodney Culleton v Inghams Enterprise Pty Ltd and more:

  • Read every judgment in full
  • Ask AI and get answers linked to paragraphs
  • See how each paragraph was cited in later cases
  • Download judgments as PDF or Word
Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details
Case
[2019] WADC 79
Decision Date

CaseChat Overview and Summary

Rodney Culleton initiated legal proceedings against Inghams Enterprise Pty Ltd, asserting claims related to a License Agreement. The dispute centred on whether Mr. Culleton executed the License Agreement as the trustee of a trust rather than in his personal capacity. Inghams Enterprise sought summary judgment, arguing that the absence of any explicit reference to the trustee status in the agreement should result in Mr. Culleton's claims being dismissed.

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

Full text does not contain this section.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

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.