Northern NSW Helicopter Rescue Service Limited v Attorney General of New South Wales [2023] NSWSC 515

CHARITIES AND NOT-FOR-PROFITS — charitable gifts and trusts — cy-près scheme — application to extend permitted geographical area of operation of charitable trust — whether effect of present terms of the charitable trust is that they have ceased to provide a “suitable and effective method” of using trust property for the purposes of Charitable Trusts Act 1993 (NSW), s 9 — where future financial viability of the charitable trust depends on extension of geographical area and possible expansion of permitted purposes — whether proposed clause defining expanded purposes of charitable trust is unjustifiably broad.

Dr Christos Mantziaris appeared for the plaintiff.

Reasons for the decision can be found here.

Murdoch v Mudgee Dolomite & Lime Pty Limited (in liq) [2022] NSWCA 12

EQUITY - fiduciary obligations - scope of duty - company’s contracts to provide crushing services to a mine were preformed by a director’s and employee’s own companies without disclosure - whether constituted a breach of duty - whether inability to company to preform its obligations a defence - whether acquisition of seperate quarry in Victoria within scope of duty - scope of fiduciary duty identified by company’s actual course of conduct - primary judge correct to hold that performance of company’s exisiting contracts was breach of duty, and acquisition of seperate quarry in Victoria not in breach of duty.

EQUITY - remedies for breach of fiduciary duty - account of profits - contracts entered into by companies controlled by director and employee in breach of fiduciary and statutory duties - contracts incapable of rescission - whether principles in Peninsular and Oriental Steam Navigation Co v Johnson (1938) 60 CLR 189; [1938] HCA 16 precluded account of profits - consideration of breadth and continuing applicability of principles in Peninsular and Oriental Steam Navigation Company v Johnson - principles only applied to cases where fiduciary acquires property when acting on behalf of principal - principles inapplicable to contract for the supply of services.

EQUITY - remedies for breach of fiduciary duty - account of profits - discretionary witholding of relief - where principal is less than full informed, but nonetheless “stands by” while fiduciaries continue to derive profits - whether principal had sufficient information to make it inequitable to stand by while profits continued to be made, and thereafter to obtain an account of those profits - profits made after October 2011 held not to be within account.

APPEAL - procedural fairness - complaint that aspects of reasoning at first instance denied procedural fairness - appeal by rehearing - not said that different evidence would have been led - no retrial sought - appellate court empowered and required to make appropriate findings - any denial of procedural fairness incapable of being material - in any event no denial of procedural fairness.

EVIDENCE - coincidence evidence - whether primary judge’s reasoning contravened coincidence rule - evidence tendered without objection - reasoning concerning company’s actual course of conduct not amount to use of evidence contrary to s 95 of Evidence Act 1995 (NSW).

John Kelly SC and Dr Christos Mantziaris appeared for the Appellants and Cross Respondents.

Reasons for the decision can be found here.

Unified Security Group (Australia) Pty Ltd v Commissioner of Police (No 2) [2021] NSWCATAD 115

INTERLOCUTORY ORDER – revocation of security licence – application for stay 

Dr Christos Mantziaris represented the Respondent.

Reasons for the decision can be found here.

Commissioner of Police v EMB [2021] NSWCATAP 63

 APPEAL – administrative review – firearms licence – child sexual assault charges withdrawn – finding that conduct occurred – whether applicant fit and proper person– public interest.

Dr Christos Mantziaris represented the Appellant.

Reasons for the decision can be found here.

Mudgee Dolomite & Lime Pty Ltd v Robert Francis Murdoch; In the matter of Mudgee Dolomite & Lime Pty Ltd [2020] NSWSC 1675

COSTS - Basis of quantification - Four separate proceedings heard together - Overlapping parties where Plaintiffs in certain proceedings were Defendants in others - Parties successful on certain claims and unsuccessful in others - Whether appropriate for no order as to costs across all proceedings - Where successful and unsuccessful claims within a proceeding.

John Kelly SC, Howard Insall SC, and Dr. Christos Mantziaris represented Robert Murdoch interests.

The reasons for the decision can be found here.

Yu v Yu [2020] NSWSC 1904

EQUITY – equitable remedies – vitiating factors – common mistake – discussion of the existence and scope of jurisdiction to set aside contracts for common mistake in equity – whether parties to an agreement were operating under a common misapprehension that was fundamental to the agreement – no fundamental misapprehension.

JUDGMENTS AND ORDERS – res judicata and cause of action estoppel – no issue of principle.

CONTRACTS – formation – illegality – no issue of principle.

CONTRACTS – terms – implied terms – no issue of principle.

CONTRACTS – construction – no issue of principle.

Dr. Christos Mantziaris represented the Second Defendant.

Reasons for the decision can be found here.

Mudgee Dolomite & Lime Ltd v Robert Francis Murdoch; In the matter of Mudgee Dolomite & Lime Pty Ltd [2020] NSWSC 1510

CORPORATIONS — Directors and officers — Fiduciary duties — Conflict of duty and interest — Conflict of duty and duty — Diversion of corporate opportunity— Whether corporate opportunity within scope of company’s activities — Where other companies associated with directors took up profitable work — Where diversion occurred after shareholders intended to split up company — Split up not implemented at time of diversion — Directors’ duties where intention or understanding to split up company in future but no present implementation.

CORPORATIONS — Directors and officers — Fiduciary duties — Fully informed consent — Whether sufficient disclosure to constitute fully informed consent.

CORPORATIONS — Directors and officers — Liability for breach of directors’ duties — Knowing involvement — Where companies associated with directors were alter egos of the directors.

CORPORATIONS — Winding up — Grounds for winding up — Just and equitable ground — Relationship between shareholders and directors irretrievably broken down — One of two directors unwilling to attend board meetings or sign financial statements — Whether less extreme remedy available — Evidence that shareholder cannot afford to buy out the other shareholder’s shares — Oppression.

EQUITY — Equitable remedies — Account of profits — Whether allowance made for Defendants’ skill and effort — Discretionary nature of remedy — Where conduct involved lack of honesty.

John Kelly SC, Howard Insall SC, and Dr. Christos Mantziaris represented Robert Murdoch interests.

Reasons for the decision can be found here.

Application by Perpetual Trustee Company Ltd (NSWSC no 2019/78220)

Cy–près scheme ordered by Attorney General (NSW). Non-publication order (NSWSC, Lindsay J, 18 February 2020).

perpetual Trustee v Attorney General (NSW) (Estate of Thelma Pyne) (NSWSC 2019/368218)

Trustee application to save charitable gift to Foundation 41, a defunct institution (a case of supervening impossibility). Cy-près scheme ordered (NSWSC, Slattery J, 17 February 2020).

Ample Source International Limited v Bonython Metals Group Pty Limited (in liquidation), in the matter of Bonython Metals Group Pty Limited (in liquidation) (No 9) [2019] FCA 287

BANKRUPTCY AND INSOLVENCY - application for judicial advice as to conduct of liquidation - where liquidator seeks order pursuant to s 488(2) Corporations Act 2001 (Cth) to distribute surplus - whether to grant special leave - leave granted.

Dr Christos Mantziaris represented the Plaintiff.

Reasons for the decision can be found here.