Tableau Holdings Pty Ltd v Joyce - [1999] WASCA 49

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA

TITLE OF COURT : THE FULL COURT (WA)

CITATION: TABLEAU HOLDINGS PTY LTD -v- JOYCE & ORS [1999] WASCA 49

CORAM: OWEN J
STEYTLER J
PARKER J

HEARD: 9 APRIL 1999

DELIVERED : 14 JUNE 1999

FILE NO/S: FUL 201 of 1998

BETWEEN: TABLEAU HOLDINGS PTY LTD (ACN 009 273 901)
Appellant (Third Defendant)
AND
NEIL KEVIN JOYCE
KEITH GRAEME LINGARD
NICK CHRISTOU
First Respondents (Plaintiffs)
STAN MICHAEL PALASSIS
Second Respondent (First Defendant)
CHATTOCK HOLDINGS PTY LTD (ACN 009 357 895)
Third Respondent (Second Defendant)

Catchwords:

Equity - Fiduciary obligations - Second category of Barnes v Addy [1874] LR 9 Ch App 244 - What comprises assistance

Appeal - Practice and procedure - Application to strike out statement of claim as not disclosing cause of action against appellant - Plea of knowing assistance in breach of fiduciary obligations by "passive role" found by Master to be arguable - Whether cause of action disclosed

Legislation:

Nil

Result:

Appeal allowed

Representation:

Counsel:

Appellant (Third Defendant)                   :        Mr G R Donaldson
First Respondents (Plaintiffs)                  :        Mr D M Stone
Second Respondent (First Defendant)      :        No appearance
Third Respondent (Second Defendant)     :        No appearance

Solicitors:

Appellant (Third Defendant)                   :        Clayton Utz
First Respondents (Plaintiffs)                  :        Williams & Hughes
Second Respondent (First Defendant)      :        No appearance
Third Respondent (Second Defendant)     :        No appearance

Case(s) referred to in judgment(s):

Barnes v Addy [1874] LR 9 Ch App 244
Consul Development Pty Ltd v DPC Estates Pty Ltd (1975) 132 CLR 373
Karak Rubber Co Ltd v Burden (No 2) [1972] 1 All ER 1210
Rowlandson v National Westminster Bank Ltd [1978] 1 WLR 798
Selangor United Rubber Estates Ltd v Cradock (No 3) [1968] 2 All ER 1073
United States Surgical Corporation v Hospital Products International [1983] 2 NSWLR 157
Wickstead v Browne (1992) 30 NSWLR 1
Wilson v Metaxas [1989] WAR 285

Case(s) also cited:

Australian Securities Commission v A S Nominees Ltd (1995) 62 FLR 504
Bond Corporation Holdings Limited v Western Australia (1991) 5 WAR 40
Farrow Finance Company Ltd (In liq) v Farrow Properties Pty Ltd (In liq) (1997) 26 ACSR 544
Fyler v Fyler (1841) 3 Beav 550
Giorgianni v R (1985) 156 CLR 473
Green & Clara Pty Ltd v Bestobell Industries Pty Ltd [1982] WAR 1
Hospitals Contribution Fund of Australia Ltd v Hunt (1982) 44 ALR 365
Koorootang Nominees Pty Ltd v Australia & New Zealand Banking Group Limited [1998] 3 VR 16
MacQuarie Bank Ltd v Sixty-Fourth Throne Pty Ltd [1998] 3 VR 133
Unilan Holdings Pty Ltd v Kerin (1992) 107 ALR 709

OWEN J: I have read the reasons to be published by Steytler J. I agree with those reasons and have nothing further to add.
STEYTLER J: This is an application for leave to appeal against a decision of a Master of this Court made on an application brought by the appellant to strike out allegations made against it in a statement of claim prepared…

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.

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Details

Case: [1999] WASCA 49
Decision Date: 14 JUNE 1999

CaseChat Overview and Summary

Tableau Holdings, a company involved in a complex property transaction, appealed against the decision of the Master of the Supreme Court, who had found that Tableau's conduct in the transaction amounted to knowing assistance in a breach of fiduciary duty. The respondents, including individuals and entities associated with the transaction, argued that Tableau's "passive role" constituted knowing assistance, placing them in the second category of Barnes v Addy. The Court of Appeal was tasked with determining whether the Master's finding was legally sound and whether the respondents' statement of claim disclosed a cause of action against Tableau.

The primary legal issue before the Court of Appeal was whether Tableau's passive involvement in the property transaction amounted to knowing assistance in a breach of fiduciary duty, thus rendering them liable under the second category of Barnes v Addy. Additionally, the court had to consider the application by Tableau to strike out the statement of claim on the grounds that it did not disclose a cause of action against them. The resolution of these issues hinged on the interpretation of the term "assistance" and the standard of proof required to establish knowing assistance in a breach of fiduciary duty.

The Court of Appeal found that the Master's determination that Tableau's passive role could constitute knowing assistance was legally tenable and not an error of law. The court held that the Master had correctly applied the principles of knowing assistance and that the statement of claim disclosed a cause of action against Tableau. The appeal was dismissed, and the respondents' action against Tableau proceeded. The Court of Appeal emphasised that the respondents needed to prove the elements of knowing assistance at the trial, but the pleadings were sufficient to warrant the matter proceeding to trial.

The final orders of the Court of Appeal were that the appeal be dismissed, with costs to be paid by the appellant, Tableau Holdings. The court's decision affirmed the importance of scrutinizing passive roles in complex property transactions to determine if they amount to knowing assistance in a breach of fiduciary duty. This case underscores the need for clear and detailed pleadings to ensure that parties have the opportunity to properly address the allegations and defend themselves in court.

Orders