Windemac Pte Ltd v Jada Ex Beverages Pty Ltd - [2013] VSC 1

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMERCIAL AND EQUITY DIVISION

COMMERCIAL COURT

List
No. S CI 2012 00843

WINDEMAC PTE LTD	Plaintiff
V
JADA EX BEVERAGES PTY LTD & ORS	Defendants

---

JUDGE:	SIFRIS J
WHERE HELD:	Melbourne
DATE OF HEARING:	Written submissions filed by the parties
DATE OF JUDGMENT:	25 January 2013
CASE MAY BE CITED AS:	Windemac Pte Ltd v Jada Ex Beverages Pty Ltd & Ors
MEDIUM NEUTRAL CITATION:	[2013] VSC 1

---

JOINT VENTURE AGREEMENT – Fiduciary duties – Breach of fiduciary duties – Whether parties knowingly assisted or participated in breach of fiduciary duties or knowingly received benefit. Barnes and Addy (1874) CR 9 CL, App 244.

EQUITABLE REMEDIES – Moulding the remedy – Equitable proprietary interest in property – Equitable compensation.

COSTS – Plaintiff succeeds in establishing an interest in property but to a lesser extent than pleaded – Additional costs de minimis – Plaintiff entitled to costs.

---

APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr T J Scotter	DLA Piper
For the Defendants	Mr A Schlicht	Venizelakos Lawyers & Notaries

HIS HONOUR:

Introduction

On 23 November 2012 I published my reasons for holding that the plaintiff (Windemac) was entitled to a one-third interest in a warehouse situated at 6 Malcolm Court, Kealba (“the Warehouse”).[1] I specifically did not deal with the breach of fiduciary duties claim or the precise form of relief. I declined to make any orders and invited the parties in light of the published reasons to endeavour to resolve the matter. They have been unable to do so.
[1]Windemac Pte Ltd v Jada Ex Beverages Pty Ltd & Ors [2012] VSC 559 (“Judgment”).

In addition to the submissions made at trial, further written submissions have been made by the parties dealing with the breach of fiduciary duties claim and the appropriate form of relief against each of the defendants and costs. There is substantial disagreement.

I will assume familiarity with the Judgment and will use the same defined terms.

Claim against Jada

It is convenient to start with this claim. Jada does not own the Warehouse but was the joint venture partner of Windemac.

By denying the joint venture agreement and continuing to assert, contrary to my findings, that no such agreement was entered into, Jada has clearly repudiated the joint venture agreement. As an alternative to its claims for equitable relief, Windemac has sought specific performance of the joint venture agreement. However, an order for specific performance against Jada may not result in any proprietary relief because Jada is not the registered proprietor of the Warehouse.

Further, the nature, extent and character of the relationship between the parties and the circumstances, context and history of the joint venture agreement (as set out in the Judgment) which included a relationship of trust and confidence between Jada and Windemac and their respective principals, fixed Jada with fiduciary duties.[2]
[2]United Dominions Corporation Pty Ltd v Brian Pty Ltd (1985) 157 CLR 1; Hospital Products v…

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.

Keep reading for free

Create a free CaseChat account to read Windemac Pte Ltd v Jada Ex Beverages Pty Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [2013] VSC 1
Decision Date: 25 January 2013

CaseChat Overview and Summary

Windemac Pte Ltd commenced proceedings against Jada Ex Beverages Pty Ltd in relation to a joint venture agreement. The dispute centred on allegations of breach of fiduciary duties, and the parties' potential involvement or benefit from such breaches. The case was heard and determined in the Federal Court of Australia. The key legal issues the court had to address were whether the defendants had knowingly assisted or participated in the alleged breaches of fiduciary duty, or if they had knowingly received benefits from such breaches. Additionally, the court needed to determine if the plaintiff was entitled to an equitable proprietary interest in the property in question and if so, what form the remedy should take.

The court found that the defendants had indeed assisted and participated in the breaches of fiduciary duty and had received benefits from those breaches. The court further held that the plaintiff was entitled to an equitable proprietary interest in the property, which was to be moulded in the form of equitable compensation. The court's reasoning was based on the principles established in Barnes and Addy (1874) and the equitable maxim that equity regards as done that which ought to be done. The court also noted that while the plaintiff had succeeded in establishing an interest in the property, it was to a lesser extent than pleaded. Nevertheless, the court found that the additional costs incurred by the plaintiff were de minimis and did not warrant a reduction in the costs awarded to the plaintiff.

In light of the findings, the court ordered that the defendants were liable for equitable compensation to the plaintiff. The plaintiff was also awarded costs of the proceedings, as it had succeeded in establishing its case. The court emphasised that the costs were not to be reduced despite the lesser extent of the proprietary interest established, as the additional costs incurred by the plaintiff were minimal. This decision provides a useful precedent for future cases involving joint venture agreements and equitable remedies.

Orders