Jameson Global Investments Pty Ltd v Byron Bay Land Development Pty Ltd [2019] NSWSC 729

Supreme Court New South Wales

Medium Neutral Citation: Jameson Global Investments Pty Ltd v Byron Bay Land Development Pty Ltd [2019] NSWSC 729 Hearing dates: 27 to 30 May 2019 Decision date: 19 June 2019 Jurisdiction: Equity - Commercial List Before: Ball J Decision: See paragraphs [96] and [97] of this judgment Catchwords: CONTRACTS – recovery of fee for services provided under contract CONTRACTS – Performance – defence to contract claim – whether plaintiff failed to substantially perform its obligations – defence not properly pleaded – taking plaintiff by surprise EQUITY – Fiduciary Duties – Fiduciary relationships – indicia – breach – scope – defence to contract claim – whether fiduciary unable to claim remuneration because of breach – whether fiduciary relationship and duties consistent with terms of contract – exclusion by contract – whether breach of fiduciary duty disentitled the plaintiff from recovering fees PROFESSIONS AND TRADES – Property, Stock and Business Agents Act 2002 (NSW) – no corporation licence – whether plaintiff not entitled to recover fee – whether plaintiff acted as 'agent' in connection with the sale of the land – Property, Stock and Business Agents Regulation 2014 (NSW) reg 46A – whether work amounted to 'commercial property agency work' – whether evidence of use or intended use of the land for agricultural activities Legislation Cited: A New Tax System (Goods and Services Tax) Act 1999 Corporations Act 2001 (Cth) Property, Stock and Business Agents Act 2002 (NSW) Property, Stock and Business Agents Regulation 2014 (NSW) Cases Cited: Australian Securities and Investments Commission v Citigroup Global Markets Australia Pty Ltd (No 4) (2007) 160 FCR 35; [2007] FCA 963 Breen v Williams (1995-96) 186 CLR 71 Chan v Zacharia (1984) 154 CLR 178 Hospital Products Limited v United States Surgical Corporation (1984) 156 CLR John Alexander Clubs Pty Limited v White City Tennis Club Limited (2010) 241 CLR 1; [2010] HCA 19 Kelly v Cooper [1993] AC 205 Keppel v Wheeler [1927] 1 KB 577 News Limited v Australia Rugby Football League Ltd (1996) 64 FCR 410 Noranda Australia Ltd v Lachlan Resources NL (1988) 14 NSWLR 1 Woolworths Ltd v Kelly (1991) 22 NSWLR 189 Category: Principal judgment Parties: Jameson Global Investments Pty Ltd (Plaintiff) Byron Bay Land Development Pty Ltd (In Liquidation) (First Defendant) Cromdale Developments Pty Ltd (Second Defendant) Dencannon Pty Ltd (Third Defendant) Newrybar Developments Pty Ltd (Fourth Defendant) R M Walsh Holdings Pty Ltd (Fifth Defendant) Brownsford Urban Land Pty Ltd (Sixth Defendant) Representation: Counsel: J Hynes (Plaintiff) M T Flynn QC with M Cosgrove (Second to Sixth Defendants)