MediVac Limited v Mark Henry Butler [2008] NSWDC 330

New South Wales District Court

CITATION: MediVac Limited v Mark Henry Butler [2008] NSWDC 330

HEARING DATE(S): 2/12/08 - 4/12/08 and 10/12/08

JUDGMENT DATE: 10 December 2008

JURISDICTION: Civil

JUDGMENT OF: Rolfe DCJ

DECISION: See paragraphs 68-72 of Judgment

CATCHWORDS: Loan made by Company to director - Whether Contracts Review Act 1980 applied to the Loan Agreement - Estoppel by representation - Consideration of whether director's employment contract was lawfully terminated on the grounds of serious and persistent neglect.

Contracts Review Act 1980 LEGISLATION CITED: Corporations Act 2001 Long Service Leave Act 1955 Civil Procedure Act 2005

PARTIES: MediVac Limited (Plaintiff) Mark Henry Butler (Defendant)

FILE NUMBER(S): 4241/07

COUNSEL: J J Loofs (Plaintiff/Cross-Defendant) S B Loughnan (Defendant/Cross-Claimant)

JUDGMENT

1 Mark Henry Butler, the defendant and cross-claimant in these proceedings, was a physiotherapist by training who worked in hospitals for many years. During the early part of the 1990's he began work on a medical waste treatment process which would easily dispose of waste.

2 In January 1997 Mr Butler purchased a shelf company through which the waste system was to be developed. It was originally known as MediVac Australia Pty Limited but changed its name on 16 September 1998 to MediVac Technology Pty Limited ("MediVac Technology"). MediVac Technology is the second cross-defendant in these proceedings. The original shareholder in MediVac Technology was Engineering Solutions Pty Limited ("ES") which held its shares on behalf of Mr Butler's family trust.

3 Between 1998 and 2002 ES progressively sold its shareholding in MediVac Technology and the proceeds of sale were advanced to MediVac Technology for working capital purposes.