Toyne v Stokes - [2023] HCATrans 147

[2023] HCATrans 147

IN THE HIGH COURT OF AUSTRALIA

Office of the Registry
Sydney No S43 of 2023

B e t w e e n -
MOLLY HARRIS TOYNE
Applicant
and
NICHOLAS ARTHUR STOKES
Respondent
Application for special leave to appeal

GAGELER J
GORDON J

TRANSCRIPT OF PROCEEDINGS

AT CANBERRA AND BY VIDEO CONNECTION

ON FRIDAY, 20 OCTOBER 2023, AT 11.27 AM

GAGELER J: In accordance with the protocol for remote hearings, I will announce the appearances of the parties.

MR D.R. PRITCHARD, SC appears with MS M. CASTLE and MR A.J. MACAULEY for the applicant. (instructed by Sachs Gerace Lawyers)

MR A.P. BERGER, KC appears with MR N.J. ORAM for the respondent. (instructed by Baker Deane & Nutt Lawyers)

GAGELER J: Mr Pritchard.

MR PRITCHARD: If the Court pleases. This application raises for consideration the circumstances in which a court can permanently stay proceedings to preclude the determination of otherwise meritorious claims brought bona fide, such as the claims brought by Ms Toyne, the applicant in the District Court proceedings, in respect of her indisputably contaminated land.

The question arises in the broader context of considering applications frequently brought under legislation both in New South Wales and Victoria entitling a purchaser to seek relief from forfeiture of their deposit under a contract for sale of land. The legislation, of course, is section 55(2A) of the Conveyancing Act1919 (NSW) and section 49(2) of the Property Law Act (Vic). There is no District or County Court jurisdiction to grant relief under those sections.

In particular, this application presents a suitable vehicle to explore the extent to which a vendor in opposing discrete statutory and not contractual or proprietary claims by a purchaser for the return of his or her deposit must bring forward and pursue, both in terms of liability and quantum, any claim, however inchoate, the damages against the purchaser – that is, irrespective of how that claim for loss is to be deployed in opposition to the exercise of this discretionary statutory relief, which relief can otherwise be pursued by way of summons.

GAGELER J: Now, Mr Pritchard, there are two overlapping doctrines at play here, one is Anshun estoppel, the other is abuse of process. Are we not just concerned with the application of those relatively well‑understood doctrines to a particular set of factual circumstances?

MR PRITCHARD: Well, undoubtedly, there is an aspect of that, your Honour. The court, of course – that is, the Court of Appeal – determined the matter solely on the basis of abuse, that is, having regard to the split in the decisions of the three judges, that is, Justice Ward said neither, Justice Adamson said both and Justice Simpson said just abuse. So, the ratio, as it were, is the abuse and that is what I intended to primarily deal with. But, nevertheless, what I will be ultimately contending, your Honour, is that this case does present unique factual circumstances which test – which…

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.

Continue reading Toyne v Stokes

Details

AGLC: Toyne v Stokes [2023] HCATrans 147
Case: [2023] HCATrans 147
Decision Date

CaseChat Overview and Summary

In *Toyne v Stokes*, the High Court of Australia considered a dispute between the appellant, Mr. Toyne, and the respondent, Mr. Stokes, concerning the interpretation and application of certain provisions within the *Corporations Act 2001* (Cth) and the common law. The case involved allegations of misleading or deceptive conduct and breaches of directors' duties.

The central legal issues before the High Court were whether the respondent had engaged in conduct that was misleading or deceptive in contravention of section 1041H of the *Corporations Act*, and whether the respondent, as a director, had breached his fiduciary duties owed to the company. The Court also had to determine the appropriate remedies available for any contraventions found.

The High Court's reasoning focused on the elements required to establish misleading or deceptive conduct, particularly in the context of commercial dealings and representations made by a director. The Court analysed the nature of fiduciary duties and the standard of care and diligence expected of directors. It applied established principles of statutory interpretation and common law concerning corporate governance and liability for misleading representations, considering the evidence presented regarding the respondent's actions and the information conveyed to the appellant.

The High Court ultimately allowed the appeal in part, finding that the respondent had engaged in misleading or deceptive conduct and had breached his directors' duties. The Court made orders for an account of profits and awarded damages to the appellant, reflecting the losses suffered as a result of the respondent's contraventions.

Orders