DAVID JOHN NEALE LEMON as executor of the estate of MICHAEL JOHN MAYNARD WRIGHT
First Respondent
ANGELA MARY MAYNARD WRIGHT BENNETT
Second Respondent
LEONIE BALDOCK
Third Respondent
ALEXANDRA BURT
Fourth Respondent
VOC GROUP LIMITED
Fifth Respondent
AMB HOLDINGS PTY LTD
Sixth Respondent
WRIGHT PROSPECTING PTY LTD
Seventh Respondent
TERALANI PTY LTD
Eighth Respondent
LAREMONT PTY LTD
Ninth Respondent
ON APPEAL FROM:
Jurisdiction : SUPREME COURT OF WESTERN AUSTRALIA
Coram: LE MIERE J
Citation: WRIGHT v DAVID JOHN NEALE LEMON as executor of the estate of MICHAEL JOHN MAYNARD WRIGHT [No 2] [2021] WASC 159
File Number : CIV 1319 of 2017
Catchwords:
Equity - Fiduciary duties - Duties of executors of an estate - Conflicts of interest - No conflict rule - Fair dealing rule - Failure to make full disclosure of material facts - Purchase of property at an undervalue - Breach of fiduciary duties
Equity – Fiduciary duties – Duties of executors of an estate – Whether fiduciary duties owed by executors of an estate to a beneficiary of the estate ceased upon the beneficiary absolutely assigning his interest in the estate and giving notice of the absolute assignment to the executors
Equity - Fiduciary duties - Duties of company directors - Whether directors owe fiduciary duties to shareholders - Fact based fiduciary duties - Whether special circumstances gave rise to a specific fiduciary duty
Equity - Fiduciary duties - Duties of shareholders - Whether shareholders owe fiduciary duties to each other - Fact based fiduciary duties - Whether special circumstances gave rise to a specific fiduciary duty
Tort - Deceit - Common law fraud - Whether statements made knowing they were false or with reckless disregard for whether they were true - The rule in Jones v Dunkel
Tort - Deceit - Common law fraud - Whether failure to disclose amounts to common law fraud - Whether mere silence amounts to fraud
Equity - Equitable fraud - Duty of disclosure - Fiduciary relationship between executor and beneficiary
Equity - Equitable fraud - Duty of disclosure - Fiduciary relationship between director and shareholder
Contracts - Construction and interpretation of contracts - Sophisticated commercial contract
Contracts - Construction and interpretation of release clauses - Scope of a general release - Whether release covers claims that were unknown at the time of signing - Grant v John Grant & Sons Pty Ltd(1954) 91 CLR 112 - Whether release covers claims of fraud
Contracts - Deed of settlement - Equitable considerations affecting release - General words - Whether releasor was aware of claim - Grant v John Grant & Sons Pty Ltd
[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 Wright v Lemon
Sign in free to access the full text
Details
AGLC
Wright v Lemon [2024] WASCA 19
Case
[2024] WASCA 19
Decision Date
CaseChat Overview and Summary
The case of Wright v Lemon involved an appeal against the dismissal of numerous causes of action by the trial judge, Le Miere J. Julian Wright, the appellant, alleged claims for deceit, common law fraud, breach of fiduciary duty, and equitable fraud in connection with the sale of shares in a corporation and a sale of an interest in a deceased estate. The respondents relied on a notice of contention containing 25 grounds. The appeal hearing occupied 5 days, and the written submissions exceeded 600 pages. The Court of Appeal, comprising Buss P, Vaughan JA, and Hall JA, dismissed the appeal. The Court found that the parties had challenged, with minimal discernment, substantially all material adverse findings made by the trial judge. The Court emphasized the importance of succinct and precise grounds of appeal and noted that prolix grounds were unhelpful. The Court agreed with Buss P's reasons for dismissing the appeal, with some minor differences in reasoning concerning specific grounds. The Court held that the appellant's claims concerning the purchase of his interest in Peter Wright's residuary estate and the purchase of his WPPL shares must be dismissed. The Court found that the appellant's overall failures in relation to the Deed of Settlement presented an insurmountable hurdle to succeeding on appeal. The Court upheld one minor point concerning the date of completion of the 1987 Sale Agreements but noted that it had no material effect on the disposition of the appeal. The Court declined to consider the respondents' grounds of contention, citing judicial economy. The appeal was dismissed, and the parties were to be heard on the costs of the appeal.