Adrenalin International Powersports Pty Ltd v John Caines Management Pty Ltd [2004] FCA 206

FEDERAL COURT OF AUSTRALIA

Adrenalin International Powersports Pty Ltd v John Caines Management Pty Ltd [2004] FCA 206 TRADE PRACTICES – request for order restraining party from making misleading representations concerning ownership of land CORPORATIONS – director's duties – breach of statutory duties - whether directors and officers conspired to defraud shareholders – whether terms of an agreement between board of management members were breached - whether director made misleading representations to members of the board of management – whether directors acted contrary to the interests of shareholders - whether shareholders have been oppressed and unfairly prejudiced EQUITY – fiduciary duties – whether directors failed to act honestly – existence of a conflict of interest - whether directors diverted a financial benefit away from the company – whether directors used their position to obtain an advantage to the detriment of the company - whether directors failed to act in best interests of the company – whether directors failed to perform their duties – whether directors failed to exercise an option on behalf of the company – whether directors misused property belonging to the company TRUSTS – constructive trust – whether company held land on trust for another company - whether agreement between board of management members created constructive trust – whether officers of the company breached trust

Trade Practices Act 1974 (Cth) Corporations Act 2001 (Cth), ss 180, 181, 182, 183, 184, 191, 193, 194, 232, 233, 236, 237, 246G, 247A and 1318 Barnes v Addy (1874) LR 9 Ch App 244, referred to

Chan v Zacharia (1984) 154 CLR 178, referred to

Boardman v Phipps [1967] 2 AC 47, referred to

Woolworths Ltd v Kelly (1991) 22 NSWLR 189, referred to

Gray v New Augarita Porcupine Mines Ltd [1952] 3 DLR 1, referred to