V-Flow Pty Limited v Holyoake Industries (Vic) Pty Limited [2013] FCAFC 16

FEDERAL COURT OF AUSTRALIA

V-Flow Pty Limited v Holyoake Industries (Vic) Pty Limited [2013] FCAFC 16 Citation: V-Flow Pty Limited v Holyoake Industries (Vic) Pty Limited [2013] FCAFC 16

Appeal from: Holyoake Industries (Vic) Pty Limited v V-Flow Pty Limited [2011] FCA 1154

Parties: HOLYOAKE INDUSTRIES (VIC) PTY LIMITED (ACN 082 572 174) v V-FLOW PTY LIMITED (ACN 135 579 323), JAMIE ROBERT BROWN, BOZIDAR (CHRIS) MATKOVIC and ANTHONY ALOE

File number: VID 460 of 2012

Judges: EMMETT, EDMONDS and RARES JJ

Date of judgment: 20 February 2013

Catchwords: REMEDIES – where breaches of fiduciary, statutory and contractual duties by directors and employees of corporation – where another corporation knowingly involved in those breaches – where primary judge assessed the alternative remedies available to applicant, being equitable compensation, account of profits and statutory compensation under Corporations Act 2001 (Cth), s 1317H – where primary judge accepted applicant's submission that statutory damages under s 1317H were equal to the amount to be assessed under an equitable account of profits – where applicant elected statutory damages on that basis EQUITY – account of profits – whether salaries of errant fiduciaries should be treated as expense in relation to profits, reducing profits by that amount – whether salaries of errant fiduciaries to be treated as allowance or as expense in calculating profits – whether interest on loan paid by corporation knowingly involved in breaches of fiduciary duty used to wrongfully acquire the competitor's business allowable as expense in calculating profits EQUITY – equitable compensation for lost opportunity to acquire competitor's business CORPORATIONS – Corporations Act 2001 (Cth), s 1317H – inclusion of "profits" within "damage suffered" where damage resulted from contravention