The Checkout Pty Ltd v Cordell Jigsaw Productions Pty Ltd; Morrow v Cordell Jigsaw Productions Pty Ltd (No 13)

The parties involved in the dispute were The Checkout Pty Ltd, Cordell Jigsaw Productions Pty Ltd, and Morrow, who was a shareholder of Cordell Jigsaw Productions Pty Ltd. The conflict arose from a joint venture agreement between The Checkout Pty Ltd and Cordell Jigsaw Productions Pty Ltd to produce a consumer affairs television program for the ABC, which ultimately became The Checkout. The dispute centred around whether there was an obligation for each party to inform the other of any opportunities to produce further series of The Checkout or any similar consumer affairs show. Additionally, it was questioned whether there was a breach of the duty to act in good faith in the best interests of the joint venture company and for a proper purpose, as well as any duty to act in the best interests of the shareholders of the joint venture company.

The court was required to determine whether there was a contractual obligation for one joint venturer to inform the other of negotiations with the ABC concerning new consumer affairs shows, and whether this constituted misleading or deceptive conduct. Furthermore, the court had to decide if emails sent by one joint venturer to the ABC were defamatory of the other joint venturer, and whether the defences of justification, common law and statutory qualified privilege, or honest opinion were applicable. The court needed to weigh the duties of good faith, best interests, and proper purpose against the potential for misleading or deceptive conduct and defamation.

The court found that there was no express term in the joint venture agreement requiring one party to inform the other of opportunities to produce further series of The Checkout or similar shows. However, it held that an implied term existed based on the context and conduct of the parties, which obligated them to inform each other of such opportunities. The court also concluded that there was a breach of the implied term, which constituted misleading or deceptive conduct. In terms of defamation, the court found that the emails were not defamatory as they did not lower the plaintiff's reputation in the eyes of right-thinking members of the public. Additionally, the defences of justification, common law and statutory qualified privilege, and honest opinion were successfully raised.

The court ordered that The Checkout Pty Ltd and Cordell Jigsaw Productions Pty Ltd were required to inform each other of any opportunities to produce further series of The Checkout or any similar consumer affairs show, and that they had breached this obligation. The court also held that there was misleading or deceptive conduct due to the breach of the implied term. The court dismissed the defamation claim and upheld the defences of justification, common law and statutory qualified privilege, and honest opinion.