Natural Extracts Pty Ltd & Anor v Glendon Michael Stotter & Ors G G Jay Investments Pty Limited & Anor v Doveka Pty Limited & Ors [1997] FCA 471

CATCHWORDS EQUITY - FIDUCIARY DUTY - CONSTRUCTIVE TRUSTS - resignation of director to work on substantially same project as that for which company was formed - conflict of fiduciary duty and personal interest - use of corporate opportunity and knowledge obtained as director - whether constructive trust arose - effect of subsequent expansion of business activity discussed CORPORATIONS - rectification of register - rectification ordered where shares transferred for the purpose of winding up company not employed for that purpose but to secure control of company for purpose of litigation. Phipps v Boardman [1967] 2 AC 46, referred to. Regal (Hastings) Ltd v Gulliver [1967] 2 AC 134n, referred to. Queensland Mines Ltd v Hudson (1975-76) ACLC 40-266; (1978) 51 ALJR 399, considered. Hospital Products Ltd v United States Surgical Corporation (1984) 156 CLR 41, considered. Chan v Zacharia (1983-84) 154 CLR 178, considered. Warman International Ltd v Dwyer (1994-95) 182 CLR 544, considered. In re Jarvis (deceased) [1958] 1 WL 815, considered. Clegg v Edmondson (1857) 8 DEGM and G 787, considered. Timber Engineering Co Pty Ltd v Anderson [1908] 2 NSWLR 488, distinguished. Canadian Aeroservice Ltd v O'Malley (1973) 40 DLR (3D) 371, applied. Brady v Stapleton (1952) 88 CLR 322, distinguished. NATURAL EXTRACTS PTY LTD & ANOR v GLENDON MICHAEL STOTTER & ORS NG 3192 of 1992 G G JAY INVESTMENTS PTY LIMITED & ANOR v DOVEKA PTY LIMITED & ORS NG 3238 of 1992 HILL J SYDNEY 16 MAY 1997

IN THE FEDERAL COURT OF AUSTRALIA ) ) NEW SOUTH WALES DISTRICT REGISTRY ) ) GENERAL DIVISION ) NG 3192 OF 1992 BETWEEN: NATURAL EXTRACTS PTY LTD First Applicant DOVEKA PTY LTD Second Applicant AND: GLENDON MICHAEL STOTTER First Respondent ALAN JAMES GALLAGHER Second Respondent POOLMANS PTY LTD Third Respondent MAIN CAMP TEA TREE OIL LTD Fourth Respondent LAND & ASSETS FINANCE PTY LTD Fifth Respondent GAIL DAWN STOTTER Sixth Respondent GG JAY INVESTMENTS PTY LTD Seventh Respondent LAND & ASSETS DEVELOPMENTS PTY LTD Eighth Respondent STOTTER MANAGEMENT SERVICES PTY LTD Ninth Respondent AMALGAMATED LAND AND ASSETS FINANCE PTY LTD (FORMERLY LAND AND ASSETS FINANCE (NO.2) PTY LTD) Tenth Respondent MAIN CAMP MARKETING PTY LTD Eleventh Respondent NATURAL OIL GAS & MINING PTY LTD Twelfth Respondent SUMMERLAND LANDS PTY LTD Thirteenth Respondent