KEYDATA CORPORATION LTD v BURENCAR PTY LTD (IN LIQUIDATION) [1992] NSWCA 288

KEYDATA CORPORATION LTD y BURENCAR PTY LTD (IN LIQUIDATION)

SUPREME COURT OF NEW SOUTH WALES COURT OF APPEAL

CLARKE JA (1), MEAGHER JA (2), SHELLER JA (3) 2 and 3 June 1992, 14 July 1992 [1992] NSWCA 288

Breach of fiduciary duties — Deed of Release FACTS: Appellant wishes to sue respondent for equitable compensation for breaches of fiduciary duties as promoter of appellant. Appealed against decision that deed of release operated to release respondent from claims by appellant against it for said breaches of fiduciary duties. HELD (per curiam): Although the general words of a release contained in a deed cannot be made to apply to circumstances other than those to which they were intended to apply, when the deed of release releases all claims, it means just that; and in this case includes claims by the appellant of breaches of fiduciary duties.

Grant v John Grant and Sons Pty Ltd (1954) 19 CLR 112 Clarke JA I agree with Meagher JA.

Meagher JA This was an appeal against a decision of Palmer AJ that, according to its true construction, a certain deed of release dated 17 March 1990 operated to release the respondent from claims by the appellant against it for breaches of fiduciary duty arising out of the respondent's involvement in the promotion of the appellant. That question had been isolated for determination as a separate question under Pt31 r(2).

For some years before September 1988 Burencar Pty Ltd, now in liquidation, and formerly called Budget Rent-a-Car System Pty Ltd, carried on a business of renting cars by means of a system known as "the Budget System". That system had been devised by a United States company and involved certain intellectual property. Burencar Pty Ltd carried on its business pursuant to various agreements with that United States company. In September 1988 the plaintiff and appellant, Keydata Corporation Ltd, then called Budget Corporation Ltd was floated to the public for the express purpose of acquiring from Burencar Pty Ltd its Budget Rent-a-Car business. On 30 September 1988, by a series of agreements, Burencar Pty Ltd assigned its contractual rights to the plaintiff for $23 million. Amongst the agreements signed on that day was a Management Agreement whereby Burencar Pty Ltd undertook to manage the plaintiffs business. Thereafter, Burencar's financial difficulties became insuperable, and it went into liquidation, as did two of its associated companies, Budget Transport Industries Ltd and Budget Investments Pty Ltd. Thereafter, Burencar Pty Ltd and Keydata Corporation Ltd set about selling the rent-a-car business to a company formed by a consortium of motor vehicle manufacturers, Lanella Pty Ltd. That sale was documented in a letter of 8 February 1990 and a Deed of Release dated 17 March 1990. On the latter day the sale was completed.