Hylepin Pty Ltd v Doshay Pty Ltd [2020] FCA 1370

FEDERAL COURT OF AUSTRALIA

Hylepin Pty Ltd v Doshay Pty Ltd [2020] FCA 1370 File number(s): VID 1438 of 2016

Judge(s): O'BRYAN J

Date of judgment: 25 September 2020

Catchwords: CORPORATIONS – share and debt capital invested by the first defendant in various joint venture companies – whether transactions undertaken in breach of fiduciary duties, specifically the conflict rule and the profit rule – whether monies of the first defendant were applied for the purchase of real property – whether real property held on a constructive trust for the first defendant – whether claims are time barred in equity by analogy to claims based upon breach of the statutory duties of directors or by the equitable doctrine of laches – whether share transfer to the first defendant vitiated by mistake – whether decision by the first defendant not to renew a lease of commercial premises a breach of the statutory duty to act in good faith – dividends not declared by the first defendant for a lengthy period – whether the affairs of the first defendant have been either contrary to the interests of the members as a whole or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, the plaintiff

Legislation: Companies Act 1981 (Cth) s 229 Corporate Law Reform Act 1992 (Cth) Corporations Act 1989 (Cth) Corporations Act 2001 (Cth) Evidence Act 1995 (Cth) s 191 Federal Court Rules 2011 (Cth) r 28.61 Limitation of Actions Act 1958 (Vic) s 21 Retail Leases Act 2003 (Vic) s 35(3) Companies Act 1985 (UK)