JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CIVIL
CITATION: RYDER -v- APHRODITE GOLD LTD [2017] WASC 377
CORAM: BANKS-SMITH J
HEARD: 28 NOVEMBER - 5 DECEMBER 2016
DELIVERED : 20 DECEMBER 2017
FILE NO/S: CIV 2440 of 2013
BETWEEN: WAYNE RYDER
First Plaintiff
LEONAS REISGYS
Second PlaintiffAND
APHRODITE GOLD LTD
Defendant
Catchwords:
Contracts of employment - Whether conditions continue to apply after expiry of term - Whether new agreements formed - Salary in lieu of notice - Whether reasonable period of notice - Whether overtime payments approved - Summary dismissal - Whether conduct relied upon amounts to breach of contracts - Whether conduct justifies summary dismissal - Turns on own facts
Legislation:
Nil
Result:
First plaintiff's claim dismissed
Second plaintiff's claim allowed in part
Counterclaim allowed
Category: B
Representation:
Counsel:
First Plaintiff : Mr T O Coyle
Second Plaintiff : Mr T O Coyle
Defendant: Mr M D Cuerden SC
Solicitors:
First Plaintiff : Lavan
Second Plaintiff : Lavan
Defendant: Clayton Utz
Case(s) referred to in judgment(s):
Briginshaw v Briginshaw [1938] HCA 34; (1938) 60 CLR 336
Buitendag v Ravensthorpe Nickel Operations Pty Ltd [2012] WASC 425
Buitendag v Ravensthorpe Nickel Operations Pty Ltd [2014] WASCA 29
Carter v Dennis Family Corporation [2010] VSC 406
CMA Assets Pty Ltd v John Holland Pty Ltd [No 6] [2015] WASC 217
Gandini v Legal Profession Complaints Committee [2013] WASCA 168
GEC Marconi Systems Pty Ltd v BHP Information Technology Pty Ltd [2003] FCA 50; (2003) 128 FCR 1
Northside Developments Pty Ltd v Registrar-General [1990] HCA 32; (1990) 170 CLR 146
Rogan-Gardiner v Woolworths Ltd [2012] WASCA 31
Shepherd v Felt & Textiles of Australia Ltd [1931] HCA 21; (1931) 45 CLR 359
Silovi Pty Ltd v Barbaro (1988) 13 NSWLR 466
Technomin Australia Pty Ltd v Xstrata Nickel Australasia Operations Pty Ltd [2014] WASCA 164; (2014) 48 WAR 261
The Bell Group Ltd (in liq) v Westpac Banking Corporation [No 9] [2008] WASC 239; (2008) 39 WAR 1
Toll (FGCT) Pty Ltd v Alphapharm Pty Ltd [2004] HCA 52; (2004) 219 CLR 165
Waltons Stores (Interstate) Ltd v Maher [1988] HCA 7; (1988) 164 CLR 387
Table of Contents
Introduction
Structure of reasons
Parties and witnesses
Part A
The Employment Agreements
The requirement for approval of directors' remuneration
Events leading up to expiry of Employment Agreements
During 2010 and 2011
January 2012 to July 2012
Ahead of the meeting
The 2 July 2012 board meeting
Context different as between Mr Ryder and Mr Reisgys
Submissions as to Mr Ryder's position
Submissions as to Mr Reisgys' position
Evidence about the meeting
Determination - the agreement as to interim employment contracts
Part B
Salary in lieu of notice - assumptions
Is Mr Reisgys entitled to five months notice
Notice of termination during the interim period
Reasonable notice
Part C
Dispute as to new employee agreements - introductory
First stage - the meeting of 3 July 2012
Second stage - July 2012 to December…
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- AGLC
- Ryder v Aphrodite Gold Ltd [2017] WASC 377
- Case
- [2017] WASC 377
- Decision Date
CaseChat Overview and Summary
The legal issues before the court included the interpretation of the employment contracts, the applicability of the terms after the contracts expired, and the fairness and legality of Ryder's dismissal. The court also had to assess whether the notice period given to Ryder was reasonable and whether he was entitled to salary in lieu of notice. Additionally, the court needed to determine if Ryder was owed overtime payments and whether his conduct justified the summary dismissal.
The court found that Ryder's employment continued under the same terms after the contracts expired, as per the resolutions passed at the meeting on 2 July 2012. However, it ruled that Ryder's dismissal was justified due to serious misconduct and a breach of the company's policies. The court determined that the notice period provided was reasonable, and thus, Ryder was not entitled to salary in lieu of notice. Furthermore, the court held that Ryder was not owed overtime payments as there was no evidence to support his claim. The court's decision was grounded in the specific facts of the case, highlighting the importance of individual circumstances in employment disputes.
As a result of the court's decision, Ryder's claims for salary in lieu of notice and overtime payments were dismissed. The court upheld the company's right to summarily dismiss Ryder for justified reasons, affirming the company's actions in terminating his employment.
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 following was noted with respect to Item 9:Note 6, Item 9. Directors' Remuneration.Proposed that Executive Directors Wayne Ryder, CEO, and Paul Weston, Marketing, be offered 2 year Employment Contracts on normal commercial terms to be negotiated with the Remuneration Committee assisted by an independent remuneration consultant if they consider necessary.Proposed that Leon Reisgys, Managing Director, be offered a 2 year extension of his existing Employment Contract on normal commercial terms as above, including the carryover of accrued entitlements. Proposed that non-executive Directors' fees be considered and proposed for approval at the same time as the executive Contracts are settled. In this regard consideration will be given to the requirement for Alternate Director Paul Buttigieg to provide assistance to the Company's marketing and fund raising programs. On 29 June 2012, Mr Ryder circulated a fundraising and marketing report to the directors.[26][26] TB 66A. The meeting of 2 July 2012 is a critical event insofar as the ongoing employment of Mr Ryder and Mr Reisgys is concerned. The meeting was attended by Mr Ryder, Mr Reisgys, Mr Buttigieg, Mr Staude and Mr Sandercock. It was held in Melbourne. During the course of the meeting, Mr Weston was appointed a director and he then joined the meeting (prior to the discussion about employment). None of Mr Weston, Mr Staude or Mr Sandercock gave evidence. The minutes state as follows:[27]With his current contracted position as Finance Director about to expire and it having been previously resolved that it not be renewed, it was RESOLVED by a vote of 3 to 2 that Wayne Ryder be offered the new position of Chief Executive Officer on terms to be negotiated, and that he act as CEO until his new Contract terms were agreed, with such Contract to become effective as from when the Company's financial position becomes secured as planned. In the meantime he would be employed on an uncontracted basis and be remunerated on the same terms and conditions per his current Contract. Wayne Ryder advised that he would be pleased to take up the appointment with the Company on that basis. Warren Staude and Heath Sandercock voted against the Motion, and Wayne Ryder abstained from voting.With his current contracted position as Exploration and Development Director of the Aphrodite Gold Project about to expire, it was UNANIMOUSLY RESOLVED that Leon Reisgys be offered an extension of his Contract in the new position of Managing Director, on terms to be negotiated, including that accrued entitlements be carried forward into his renewed Contract. In the meantime his current Contract of Employment will continue on the same terms and conditions, and that he act as Managing Director until his new Contract terms are agreed, with such Contract to become effective as from when the Company's financial position becomes secured as planned. Leon Reisgys abstained from voting.RESOLVED by a vote of 3 to 2 that Paul Weston be offered the position of Marketing Director on terms to be negotiated, with his Contract to come into effect from when the Company's financial position becomes secured as planned. In the meantime he would be employed on an uncontracted basis on terms and remuneration to be agreed with Peter Buttigieg and Executive Directors Leon Reisgys and Wayne Ryder. Warren Staude and Heath Sandercock voted against the Motion and Paul Weston abstained from voting.[27] Exhibit 4.