Links Golf Tasmania Pty Ltd v Sattler [2012] FCA 634

FEDERAL COURT OF AUSTRALIA

Links Golf Tasmania Pty Ltd v Sattler [2012] FCA 634 Citation: Links Golf Tasmania Pty Ltd v Sattler [2012] FCA 634

Parties: LINKS GOLF TASMANIA PTY LTD (ACN 096 711 661) v RICHARD GEOFFREY SATTLER and R.G. SATTLER NOMINEES PTY LTD (ACN 009 525 348)

File number: VID 204 of 2010

Judge: JESSUP J

Date of judgment: 26 June 2012

Catchwords: EQUITY – Fiduciary duties – Company director and CEO – Company conducting business on land leased from fiduciary – Whether fiduciary entitled to conduct similar business on adjacent tract of his own land – Whether opportunity to do so resulted from fiduciary position – Whether second business would be in competition with first – Whether fiduciary would be confronted with conflict of interest – Whether second business within scope of fiduciary obligation – Whether removal from position as director and resignation as CEO affected fiduciary obligations. EQUITY – Fiduciary duties – Company director and CEO obtaining loans in own name for purpose of developing company's business – Loan funds invested as share capital in company – Other shareholders aware of loans and of that investment but not of detailed terms of loans – Whether opportunity to obtain loans resulted from fiduciary position – Whether company's consent "fully-informed" – Whether holding fiduciary to account would be unconscientious – Whether too late for equity to intervene. EQUITY – Fiduciary duties – Company director and CEO conducting similar business in own name on adjacent tract of land – Development of that business financed in part by government loan – Whether company's information and trading experience used for purpose of obtaining loan – Whether breach of fiduciary duty for director/CEO to have done so – Whether company's claim barred by laches – Whether director acted honestly and should be excused. EQUITY – Fiduciary duties – Company director and CEO with own business on adjacent tract land making limited use of company's staff in their own time – Whether breach of fiduciary duty – Whether conflict of interest – Whether permissible if proper accounts kept – Whether director acted honestly and should be excused. EQUITY – Fiduciary duties – Company director and CEO providing accommodation for company's customers – Company staff and office used for bookings and other administrative services – Company's remuneration fixed administratively by director/CEO – Whether conflict of interest – Whether company accepted remuneration – Whether company's claim now barred by laches – Whether director acted honestly and should be excused. EQUITY – Fiduciary duties – Company director and CEO applied for government funding for construction of wellness centre in own name – Centre to be an attraction for company's customers – Whether funding should have been sought in name of company – Whether opportunity to obtain funding resulted from fiduciary position of director/CEO – Whether conflict of interest – Director/CEO unilaterally re-located wellness centre to the advantage of own business conducted on adjacent tract of land – Whether breach of fiduciary duty – Whether director/CEO acted honestly and should be excused. CORPORATIONS – Company director and CEO conducting similar business on adjacent tract of land, securing loan funds in own name used to increase shareholding in company and to develop own business, using company information to obtain loan, using company staff in own business, setting rate at which he would pay for administrative services provided by company, obtaining government grant in own name rather than in name of company – Whether director/CEO exercised powers and discharged duties in best interests of company – Whether director/CEO improperly used position to gain advantage for himself – Whether director/CEO improperly used information obtained because of his position as such to gain advantage for himself – Whether director/CEO acted honestly and should be excused.