Stevens v Spotless - [2015] VSC 746

IN THE SUPREME COURT OF VICTORIA AT MELBOURNE

Not Restricted

COMMON LAW DIVISION

S CI 2012 6706

ANTHONY STEVENS	Plaintiff
v
SPOTLESS MANAGEMENT SERVICES PTY LTD (ACN 099 129 790)	Defendant

---

JUDGE:	Digby J
WHERE HELD:	Melbourne
DATE OF HEARING:	10-14 and 28 November 2014
DATE OF JUDGMENT:	10 December 2015
CASE MAY BE CITED AS:	Stevens v Spotless
MEDIUM NEUTRAL CITATION:	[2015] VSC 746

---

BREACH OF CONTRACT – Terms of employment – Retention plan – Agreements concerning Retention Bonus – Termination of employment – Discretion of the Board of Directors to pay under a Retention Plan in “special circumstances” – Actionable representations

MISLEADING AND DECEPTIVE CONDUCT – Alleged representations made on 23 August 2012 – Alleged representations as to the nature of terms and conditions of employment – Australian Consumer Law ss 4 and 236

ESTOPPEL – Alleged representations that employee was terminated as a result of redundancy – Whether employee relied upon those representations – Whether employee suffered damage as a result

---

APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr N O’Bryan AM SC with Mr J McDougall	A J Macken & Co
For the Defendant	Mr P Jopling AM QC with Mr G McKeown and Mr E Gisonda	AiGroup Workplace Lawyers

HIS HONOUR:

Introduction

The plaintiff, Mr Anthony Stevens (Stevens), was employed by the defendant Spotless Management Services Pty Ltd (Spotless Services) as the Chief Information Officer for the Spotless Group Ltd (Spotless) from 2 March 2009, under a Contract of Employment entered into on 17 December 2008 (Contract of Employment).[1] On 25 October 2012 Stevens voluntarily left Spotless Services.
[1]CB125-142

In October 2011, Stevens and Spotless Services agreed upon a Retention Plan. The Retention Plan required Stevens to remain employed at Spotless from 1 September 2011 to 1 September 2013, at which point Stevens would be allocated shares worth 100% of his Fixed Annual Remuneration (FAR) as at 1 September 2013. There was also a term of the Retention Plan that provided for these shares, or a proportion thereof, to be allocated to Stevens at the discretion of the Spotless Board if because of “Special Circumstances” Stevens ceased to be an employee of Spotless before 1 September 2013.

The expression “Special Circumstances” used in the October 2011 Retention Plan encompassed termination by reason of a restructure as a change in the state of affairs of the employing company whereby the position previously occupied by the relevant employee no longer existed.

Following a successful takeover of Spotless by Pacific Equity Partners (PEP) in 2012, Spotless was delisted from the Australian Stock Exchange and became privately owned, with PEP taking full operational control on 17 August 2012.

During the corporate restructure of Spotless, Stevens left the position of Chief Information Officer to take up the newly created role of General Manager – Airports Division (General Manager Airports).

In August and September 2012, meetings occurred between: Stevens and Mr Bruce Dixon, the Chief Executive Officer of Spotless (Dixon); Stevens and Ms Vita Pepe, the Chief Operating Officer…

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 Stevens v Spotless

Details

AGLC: Stevens v Spotless [2015] VSC 746
Case: [2015] VSC 746
Decision Date: 10 December 2015

CaseChat Overview and Summary

The case of Stevens v Spotless involved an employee who brought an action against his employer, Spotless, for breach of contract, misleading and deceptive conduct, and estoppel. The plaintiff, Stevens, claimed that he was assured of his position and benefits under a retention plan, but was subsequently terminated without cause. The matter was heard in the Federal Court of Australia.

The legal issues before the court included whether there was a binding agreement concerning the retention bonus, the interpretation of the term “special circumstances” in the retention plan, and whether the employer had made representations that induced the plaintiff to forgo other employment opportunities. The court was also required to determine if the employer's conduct was misleading or deceptive under the Australian Consumer Law, and if the plaintiff could rely on estoppel to prevent the employer from terminating the retention plan.

The court held that there was no binding agreement regarding the retention bonus, as the terms were not sufficiently certain. The term “special circumstances” was found to be ambiguous, but the court determined that the employer had discretion to interpret it. The court also found that the employer had made representations regarding the nature of the plaintiff's employment, which were misleading and deceptive under the Australian Consumer Law. However, the court dismissed the estoppel claim as the plaintiff had not suffered any damage as a result of relying on the representations.

The court ordered that the plaintiff's claims for breach of contract and misleading and deceptive conduct be dismissed. The employer was not required to pay the retention bonus to the plaintiff.

Orders