Taylor v Santos Limited & Ors No. Scgrg-96-2015 Judgment No. S6626

The case of Taylor v Santos Limited & Ors No. Scgrg-96-2015 involved the plaintiff, Taylor, who sought the discovery of certain documents from the defendants, Santos Limited and others. The plaintiff, who was a former employee of Santos Limited, alleged that the defendants conspired to undermine his position within the company by submitting false or misleading estimates of gas reserves to the board of Santos Limited. The plaintiff sought the discovery of the technical file related to the evaluation of the Armada Unit, as well as the working papers and reports of certain individuals involved in the valuation of the Armada Unit. The defendants argued that the documents were not within their possession, custody, or power, and therefore, not discoverable.

The court considered the legal principles established in Lonrho Ltd and Anor v Shell Petroleum Co Ltd and Anor [1980] 1 WLR 627, which dealt with the question of whether documentation in the possession of a subsidiary company was within the power of the parent company. The court held that a party had a document in their power only if they had a presently enforceable legal right to obtain inspection of the document from the person who actually held it, without the need to obtain the consent of anyone else. The court also referred to the decision of Hedigan J in Linfa Pty Ltd v Citibank Ltd [1995] 1 VR 643, which held that the determination of whether a parent company was obliged to discover documents held by its subsidiary did not require a departure from the principle of independent corporate personality.

The court held that the Armada documents were within the control of the first defendant, Santos Limited, for the purposes of SCR 58.04 and that the first defendant was obliged to discover them. The court found that the first defendant had de facto control over the operations of the subsidiary company, Santos Europe Ltd, which held the Armada documentation. The court also held that de facto control was sufficient in the circumstances of this case, even in the absence of de iure control. The court ordered Santos Limited to provide inspection of the discovered documentation to the plaintiff, subject to arrangements being made to protect the confidentiality relating to the AGIP documentation.

In summary, the court found that the plaintiff was entitled to the discovery of the Armada documentation, which was within the control of the first defendant, Santos Limited, due to the de facto control exercised by the parent company over its subsidiary, Santos Europe Ltd. The court's decision was based on the principles established in Lonrho and Linfa, which recognised the importance of examining the facts of each case to determine the appropriate legal principle.