Gregg v Burrowes & Ors (trading as PricewaterhouseCoopers) [2023] NSWSC 895

Supreme Court New South Wales

Medium Neutral Citation: Gregg v Burrowes & Ors (trading as PricewaterhouseCoopers) [2023] NSWSC 895 Hearing dates: 27 July 2023 Date of orders: 11 August 2023 Decision date: 11 August 2023 Jurisdiction: Equity - Duty List Before: Hammerschlag CJ in Eq Decision: Declaration that Recommendation that the plaintiff be required to retire does not satisfy the requirements of the Partnership Agreement made on 8 April 1997 Catchwords: CONTRACTS — PARTNERSHIP — where the plaintiff is a partner in an accountancy firm — where the Partnership Agreement contains a provision giving the Board of Partners, by final and binding determination, power to require a Partner to retire from the partnership — where the power must not be exercised unless the Partner has acted in a manner which is materially inconsistent with the standard of conduct expected of a Partner, or has acted in a manner which may damage the reputation of the firm — where the Partnership Agreement stipulates a procedure that must be followed in respect of a determination which requires Management to make a Recommendation to the Board of Partners that the Partner be required to retire, which Recommendation must specify Management's reasons for forming its view and making the Recommendation — where Management purported to make a Recommendation to the Board of Partners that the plaintiff should be required to retire as a Partner — whether the Recommendation satisfies the requirements of the Partnership Agreement to specify Management's reasons for forming its view and making the Recommendation — HELD — it does not Cases Cited: Algoni Pty Ltd v Secretary, Department of Industrial Relations (1985) 3 NSWLR 515 Andersen v Umbakumba Community Council (1994) 126 ALR 121 Australian Broadcasting Commission v Australasian Performing Right Association Ltd (1973) 129 CLR 99; [1973] HCA 36 Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7 Harofam Pty Ltd v Scherman (2013) 42 VR 372; [2013] VSCA 104 McCann v Switzerland Insurance Australia Ltd (2000) 203 CLR 579; [2000] HCA 65 Minister for Immigration & Ethnic Affairs v Wu Shan Liang (1996) 185 CLR 259; [1996] HCA 6 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37 Pacific Carriers Ltd v BNP Paribas (2004) 218 CLR 451; [2004] HCA 35 Shoalhaven City Council v Firedam Civil Engineering Pty Limited (2011) 244 CLR 305; [2011] HCA 38 Tickner v Chapman (1995) 57 FCR 451; [1995] FCA 987 Vanstone v Clark (2005) 147 FCR 299; [2005] FCAFC 189 Wilkie v Gordian Runoff Ltd (2005) 221 CLR 522; [2005] HCA 17 Zhu v Treasurer (NSW) (2004) 218 CLR 530; [2004] HCA 56 Texts Cited: Macquarie Dictionary, 8th ed (2020). Category: Principal judgment Parties: Richard Gregg (Plaintiff) Kevin Burrowes & Ors (trading as PricewaterhouseCoopers ABN 52 780 433 757) (Defendants) Representation: Counsel: A Moses SC with K Anderson (Plaintiff) M Darke SC with E Bathurst (Defendants)