Vanguard Financial Planners Pty Ltd & Anor v Ale & Ors [2018] NSWSC 314

Supreme Court New South Wales

Medium Neutral Citation: Vanguard Financial Planners Pty Ltd & Anor v Ale & Ors [2018] NSWSC 314 Hearing dates: 6 – 8 December 2017; 12 – 13 December, 15 December 2017; 2 February, 16 February 2018 Decision date: 14 March 2018 Jurisdiction: Equity - Corporations List Before: Black J Decision: The Plaintiffs fail in their claims against the Defendants. The Defendants fail in their cross-claims against the Plaintiffs and Third Cross-Defendant. Plaintiffs and Defendants ordered to bear their own costs. Defendants ordered to pay the costs of the cross-claim against the Third Cross-Defendant as agreed or as assessed. Catchwords: CONTRACT – construction – whether the Court can have regard to prior negotiations which indicate parties' subjective intention in construing contract – implied terms – whether term is necessary for business efficacy or so obvious that it goes without saying – whether term is to be implied into the contract.

CONTRACT – repudiation – whether party has indicated a refusal to perform the contract – whether acceptance of repudiation was communicated to the promisor.

CORPORATIONS – management and administration – duties and liabilities of officers of corporation – claim for breach of statutory duties under Corporations Act 2001 (Cth) ss 180, 181, 182 and 183 – duty of care and diligence – duty to act in good faith in the company's best interests – duty to not improperly use position to gain advantage or cause detriment to company – duty to avoid improper use of information – where several expenses not apportioned between group companies in inter-company loan account – whether expenses paid by company in breach of duty – whether conduct of Defendants amounted to breach of statutory duties.