Oliver Hume South East Queensland Pty Ltd v Investa Residential Group Pty Ltd [2017] FCAFC 141

FEDERAL COURT OF AUSTRALIA

Oliver Hume South East Queensland Pty Ltd v Investa Residential Group Pty Ltd [2017] FCAFC 141 Appeal from: Investa Properties Pty Ltd v Nankervis (No 7) [2015] FCA 1004; (2015) 333 ALR 193

File numbers: QUD 923 of 2015 QUD 924 of 2015 QUD 925 of 2015 QUD 1002 of 2015

Judges: DOWSETT, GREENWOOD AND WHITE JJ

Date of judgment: 1 September 2017

Catchwords: EQUITY – consideration of the principles deriving from the authorities and extensive academic writing, to be applied in determining whether in all the circumstances a person or entity owes fiduciary obligations to another – consideration of the coherent body of law developed by Equity in identifying "certain and distinct" obligations which define their own "fiduciary" for their own respective purposes – consideration of whether, upon analysis of the facts, a person or entity has assumed obligations to another or undertaken to act in the interests of another giving rise to fiduciary obligations owed to that other – consideration of the content of the duties owed in all the relevant circumstances – consideration of those matters in the context (among other contexts) of contended obligations owed by an employee of one company within a group of companies, to another asset owning company within the group, not the employer of the employee – consideration of whether a person or entity owing fiduciary obligations to another has a continuing obligation, beyond the termination of the relationship, to make disclosures required to be made to that other as an aspect of the content of the fiduciary obligations assumed by that person CORPORATIONS – consideration of whether the knowledge of a particular senior employee of a company providing real estate agency services is to be regarded as knowledge of the company – consideration of whether the company had a duty of disclosure of the relevant matters falling within the knowledge of the employee – consideration of the employee's duty of disclosure – consideration of the company's duty of disclosure having regard to its state of knowledge imputed to it PRACTICE AND PROCEDURE – consideration of the remedies arising out of contended breaches of fiduciary duty and other contended causes of action – consideration of the need to frame the relevant declarations so as to identify the relevant conduct with some precision – consideration of questions of remittal of particular matters to the primary Judge – consideration of matters to be decided by an appeal court in circumstances where that court has taken a different view on factual questions to that of the primary Judge – consideration of the observations of the High Court in Robinson Helicopter Company Inc v McDermott (2016) 90 ALJR 679; 331 ALR 550 at [43] CONTRACTS – consideration of the relationship between contractual obligations and circumstances giving rise to fiduciary obligations REAL PROPERTY – consideration of the relationship between a real property asset owning entity within a group of companies carrying on property development projects and an entity appointed to provide real estate agency services to entities within the group – consideration of whether a senior representative of the real estate agent entity owed fiduciary obligations and a duty of disclosure to the asset owning entity – consideration of whether the knowledge of relevant matters held by a senior employee is to be knowledge imputed or attributed to the real estate agent entity – consideration of the duty of disclosure of the real estate agent entity – consideration of whether information disclosed to a particular employee of one entity within the group of companies carrying on property development was, in all the circumstances, a discharge of the fiduciary obligation of disclosure