SUPREME COURT OF QUEENSLAND
CITATION:
Three Two Three Pty Ltd v Cattanach [2022] QSC 2
PARTIES:
THREE TWO THREE PTY LTD ACN 639 517 552
(first plaintiff)
AND
AYDAN STURGESS
(second plaintiff)AND
THREE TWO THREE (SERVICES) PTY LTD ACN 643 580 581
(third plaintiff)V
ANGUS ROBERT MICHAEL CATTANACH
(first defendant)
AND
LEAH ANNE CATTANACH
(second defendant)
AND
X CARGO ASSET PTY LTD ACN 616 193 394
(third defendant)
AND
SOCIAL IP PTY LTD CAN 628 438 988
(fourth defendant)
AND
X CARGO ASSET PTY LTD ACN 611 604 392
(fifth defendant)
AND
DOSDOS PTY LTD ACN 616 387 547
(first defendant by counterclaim)
AND
THREE TWO THREE (ASSETS) PTY LTD ACN 645 213 494
(second defendant by counterclaim)
FILE NO/S:
12938/20
DIVISION:
Trial
PROCEEDING:
Civil
ORIGINATING COURT:
Supreme Court
DELIVERED ON:
3 February 2022
DELIVERED AT:
Brisbane
HEARING DATES:
8, 9, 10 and 11 November 2021
JUDGE:
Freeburn J
ORDERS:
1. Three Two Three Pty Ltd and Three Two Three (Services) Pty Ltd be wound up;
2. Three Two Three (Services) Pty Ltd pay Angus Cattanach in the sum of $76,275;
3. The court will hear parties on the form of the orders and as to costs.
CATCHWORDS:
SALE OF BUSINESS – SALE AGREEMENT – CORPORATE RESTRUCTURE – where the second plaintiff, the first defendant, and second defendant set up a nightclub business, structured using shipping containers – where several companied were established to facilitate the running of the nightclub – where the nightclub experienced financial problems and was placed in liquidation – where the shareholders of the insolvent business decided to sell the business to a new entity – whether there was an agreement whereby the second plaintiff purchased the business – whether there was a binding agreement reached in December 2019 to the effect that the second defendant was entitled to a separate shareholding in the new entity – whether on 14 February 2020 each of second plaintiff, the first defendant, and second defendant temporarily agreed that the second plaintiff hold all 100 shares in the new business – whether the temporary agreement, if one exists, was to be superseded by a further agreement, intended to be recorded in a shareholders’ agreement – whether the second plaintiff attempted to exclude the first defendant and second defendant from the new business and its management
EMPLOYMENT LAW – TERMINATION AND BREACH OF CONTRACT – REMEDIES AGAINST EMPLOYER – DAMAGES – where the second plaintiff terminated the first defendant’s employment with the new business – whether the first defendant’s contract of employment was wrongfully terminated – whether the first defendant’s contract was terminated for failing to perform their duties – whether the second plaintiff has proved that the first defendant has, or should have, obtained alternative employment.
Corporations Act 2001 (Cth), s 232(e), s 233
HNA Irish Nomiee Ltd v Kinghorn (No 2) (2012) 202 FCR 417, cited
Tomanovic v Global Mortgage Equity Corp Pty Ltd (2011) 288 ALR 310, cited
COUNSEL:
JR Ward
(plaintiffs)
D Skennar…
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- Case
- [2022] QSC 2
- Decision Date
CaseChat Overview and Summary
The court had to determine the existence of any binding agreements between the parties, particularly whether there was an agreement in December 2019 that Catherine Cattanach would receive a separate shareholding in the new entity. Additionally, the court examined the validity of a temporary agreement dated 14 February 2020, whereby the plaintiffs agreed to hold all 100 shares in the new business temporarily, and whether this agreement was intended to be superseded by a formal shareholders' agreement. The court also considered whether the plaintiffs attempted to exclude the defendants from the new business and its management.
The court found that there were binding agreements between the parties and that a temporary agreement existed on 14 February 2020. However, the court determined that this temporary agreement was to be superseded by a formal shareholders' agreement, which was never executed. Regarding the management of the new business, the court found that the plaintiffs did not wrongfully exclude the defendants, as the first defendant's employment was terminated due to a failure to perform their duties. The court concluded that the plaintiffs had not proven that the first defendant had, or should have, obtained alternative employment.
The court ordered that Three Two Three Pty Ltd and Three Two Three (Services) Pty Ltd be wound up, and that Three Two Three (Services) Pty Ltd pay Angus Cattanach $76,275. The court also set a date for the parties to discuss the form of the orders and the allocation of costs.
Orders
Orders of the court
1. Three Two Three Pty Ltd and Three Two Three (Services) Pty Ltd be wound up;
2. Three Two Three (Services) Pty Ltd pay Angus Cattanach in the sum of $76,275;
3. The court will hear parties on the form of the orders and as to costs.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
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