Streetscape Projects (Australia) Pty Ltd v City of Sydney

Streetscape Projects (Australia) Pty Ltd appealed to the Court of Appeal of New South Wales against findings made by the primary judge concerning the City of Sydney. The dispute arose from a licence agreement under which Streetscape Projects was granted rights to exploit technology developed by the City of Sydney. The primary judge had found that Streetscape Projects had breached the licence agreement and, concurrently, had breached a fiduciary duty and an equitable duty of confidence owed to the City of Sydney.

The Court of Appeal was required to determine whether the circumstances of the licence agreement gave rise to a fiduciary duty owed by Streetscape Projects to the City of Sydney, despite the absence of a recognised fiduciary relationship. It also had to consider whether an equitable duty of confidence, which was found to have been breached concurrently with a contractual confidentiality restraint, was sufficiently identified and whether its confidential quality had been adequately shown. The appeal also concerned whether a representation made by Streetscape Projects regarding a future matter constituted misleading or deceptive conduct, and whether an order varying the contract was properly made in light of such representation.

The Court of Appeal found that while the primary judge had made concurrent findings of breach of contract and breach of fiduciary duty based on the same acts, the existence of a fiduciary duty in this context was not a foregone conclusion and required careful examination of the specific circumstances. Similarly, the Court noted that the identification and confidential quality of the information allegedly protected by the equitable duty of confidence had not been adequately inquired into during the trial. Consequently, the Court determined that a new trial was necessary to properly address these issues.

The Court of Appeal ordered that short minutes of order be filed, indicating that the appeal was allowed in part and that a new trial would be held on specific issues.