Aucare Dairy (Aust) Pty Ltd v Huang (No 3) [2019] FCA 412

FEDERAL COURT OF AUSTRALIA

Aucare Dairy (Aust) Pty Ltd v Huang (No 3) [2019] FCA 412 File number: VID 674 of 2016

Judge: DAVIES J

Date of judgment: 27 March 2019

Catchwords: CORPORATIONS – breakdown of joint venture between first applicant and fourth respondent for construction of factory to manufacture and export infant milk powder to China – where third respondent contracted to construct factory – where first respondent a director of joint venture company and third respondent – where dual directorship not disclosed – where construction costs capped – where joint venture agreement required parties to make equal payment contributions – where third respondent inflated prices in excess of cost cap – where fourth respondent breached equal payment term – where first respondent removed plant and equipment from completed factory – where first respondent incorporated fifth, sixth and seventh respondents to retain control of plant and equipment and carry on substantially the same enterprise – breaches of statutory directors' duties – declaratory relief CONSUMER LAW – whether second respondent contravened s 18 of the Australian Consumer Law – where representations made that contractor company necessary to control costs – where evidence of intention that contractor company would charge inflated prices for substantial profit EQUITY – multiple and significant breaches of fiduciary duties – when third party can be held accountable for breaches of fiduciary duty – knowing assistance and knowing receipt – proprietary relief – applicable principles – where wholesale acquisition of joint venture business – where fiduciary acted dishonestly and fraudulently