Noble Earth Technologies Pty Ltd v Hampic Pty Ltd (in liquidation) t/as Cyndan Chemicals [2017] NSWSC 502

Supreme Court New South Wales

Medium Neutral Citation: Noble Earth Technologies Pty Ltd v Hampic Pty Ltd (in liquidation) t/as Cyndan Chemicals [2017] NSWSC 502 Hearing dates: 8-10 February 2016, 11-12 July 2016, 16 December 2016 and 6 March 2017 Date of orders: 02 May 2017 Decision date: 02 May 2017 Jurisdiction: Equity Before: Robb J Decision: The plaintiffs' claim is dismissed with costs. Catchwords: CONTRACTS – Joint venture – Whether plaintiffs and first defendant entered into a joint venture agreement to supply chemicals to buyers in the United Arab Emirates and other parts of the Middle East – Where plaintiffs pleaded that the joint venture agreement was established by a series of emails – Where parties never agreed as to how they would share in any profits

EQUITY – Fiduciary duties – Whether the first defendant owed a fiduciary duty to the plaintiffs – Whether the first defendant breached the fiduciary duty it allegedly owed to the plaintiffs – Where plaintiff alleged that first defendant contracted with a third party that the alleged joint venture was in negotiations with – Whether the second and third defendants knowingly assisted in the first defendant's alleged breach – Whether the profits allegedly made by the defendants are held on trust for the plaintiffs – Whether the plaintiffs are entitled to an account of profits. Legislation Cited: Corporations Act 2001 (Cth) s 471B Cases Cited: Barnes v Addy (1874) LR 9 Ch App 244 Gibson Motor Sport Merchandise Pty Ltd v Forbes (2006) 149 FCR 569; [2006] FCAFC 44 Grimaldi v Chameleon Mining NL (No 2) (2012) 200 FCR 296; [2012] FCAFC 6 Hancock v Rinehart [2015] NSWSC 646; (2015) 106 ACSR 207 Juul v Northey [2010] NSWCA 211 Streetscape Projects (Australia) Pty Ltd v City of Sydney (2013) 85 NSWLR 196; [2013] NSWCA 2 United Dominions Corporations Ltd v Brian Pty Ltd (1984-1985) 157 CLR 1 Category: Principal judgment Parties: Noble Earth Technologies Pty Ltd (first plaintiff) Barry Schwind (second plaintiff) Hampic Pty Limited (in liquidation) trading as Cyndan Chemicals (first defendant) Sami George Raheb (second defendant) Loremo Pty Ltd trading as Cyndan Manufacturing (third defendant) Representation: Counsel: M Galvin (plaintiffs) J Zmood (second and third defendants)