Synavant Australia Pty Ltd v Harris [2001] FCA 1517

FEDERAL COURT OF AUSTRALIA

Synavant Australia Pty Ltd v Harris [2001] FCA 1517

CONTRACT – restraint of trade clauses – where applicant acquired shares in company – where 1st, 3rd and 5th respondents directors of company – where 2nd, 4th and 6th respondents shareholders of company – where share acquisition agreement contained restraint of trade clause and requirement that 1st and 3rd respondents enter into employment contracts with applicant – where employment contracts contained restraint of trade clauses – whether employment contract formed part of consideration of sale of shares – whether either or all clauses void – whether s 4 of Restraints of Trade Act 1972 applicable TRADE PRACTICES – misleading and deceptive conduct – where applicant entered into subcontracting agreement with 7th respondent – whether applicant entered subcontracting contract due to reliance on misleading conduct of 3rd respondent as an agent for 7th respondent – whether representations made by corporation – whether representations misleading

Trade Practices Act 1974 (Cth) s 52, 75B, 87 Restraints of Trade Act 1976 (NSW) s 4 Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535 followed Pioneer Concrete Services Ltd v Galli [1985] VR 675 cited Allied Dunbar (Frank Weisinger) Ltd v Weisinger [1988] IRLR 60 cited Peters American Delicacy Co Ltd v Patricia's Chocolates and Candies Pty Ltd (1947) 77 CLR 574 followed Iraf Pty Ltd & Ors v Graham [1982] 1 NSWLR 419 followed Amoco Australia Pty Ltd v Rocca Bros Motor Engineering Co. Pty Ltd (1973) 133 CLR 288 cited Lindner v Murdock's Garage (1950) 83 CLR 628 followed Hornsby Building Information Centre Pty Ltd v Sydney Building Information Centre (1978) 140 CLR 216 followed SYNAVANT AUSTRALIA PTY LTD (ACN 001 004 735) v GABRIELLE HARRIS & ORS N 1280 OF 2001 EMMETT J 29 OCTOBER 2001 SYDNEY