GFIN Pty Limited v Gooden, in the matter of GFIN Pty Limited (No 3) [2021] FCA 227

Federal Court of Australia

GFIN Pty Limited v Gooden, in the matter of GFIN Pty Limited (No 3) [2021] FCA 227 File number: NSD 1518 of 2018

Judgment of: COLVIN J

Date of judgment: 16 March 2021

Catchwords: CORPORATIONS - application for orders for payment of compensation and declaratory relief as to breaches of director's duties by managing director and knowing involvement in director's breaches of duty by second defendant - where managing director is sole shareholder and director of second defendant - where managing director effectively had sole control over day to day activities of company - where company involved in business of derivatives trading - where company retained funds of contract traders in company's omnibus account to cover trading risks and maintain minimum balance with Clearing Participant banks - whether managing director misappropriated company's funds for personal benefit by making consultancy payments to second defendant where no consultancy arrangement made - whether managing director misappropriated company's funds by causing overpayment in own salary - whether managing director operated omnibus account by causing company to borrow substantial amounts of money from third parties which he then misappropriated - claims made out in part

Legislation: Australian Consumer Law s 18 Corporations Act 2001 (Cth) ss 79, 180, 181, 182, 183, 236, 237, 798G, 1317, 1317E, 1317H

Cases cited: Australasian Conference Association Ltd v Mainline Constructions Pty Ltd (in liq) (1978) 141 CLR 335 Australian Securities and Investments Commission v Rich [2009] NSWSC 1229 Barclays Bank Ltd v Quistclose Investments Ltd [1970] AC 567 Barnes v Addy (1874) LR 9 Ch App 244 BCI Finances Pty Limited (in liq) v Binetter (No 4) [2016] FCA 1351 Bofinger v Kingsway Group Limited [2009] HCA 44; (2009) 239 CLR 269 Briginshaw v Briginshaw (1938) 60 CLR 336 Cassegrain v Cassegrain [2012] NSWSC 403 Farah Constructions Pty Ltd v Say-Dee Pty Ltd [2007] HCA 22; (2007) 230 CLR 89 Farrow Finance Co Ltd (in liq) v Farrow Properties Pty Ltd (in liq) [1999] 1 VR 584 GFIN Pty Limited v Gooden, in the matter of GFIN Pty Limited (No 2) [2020] FCA 1440 Grimaldi v Chameleon Mining NL (No 2) [2012] FCAFC 6; (2012) 200 FCR 296 Hospital Products Ltd v United States Surgical Corporation (1984) 156 CLR 41 Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821 John Alexander's Clubs Pty Limited v White City Tennis Club Limited [2010] HCA 19; (2010) 241 CLR 1 Kalls Enterprises Pty Ltd (in liq) v Baloglow [2007] NSWCA 191 Mills v Mills (1938) 60 CLR 150 O'Halloran v RT Thomas & Family Pty Ltd (1998) 45 NSWLR 262 Permanent Building Society (in liq) v Wheeler (1994) 11 WAR 187