Johnson Matthey (Aust) Pty Ltd v Dascorp Pty Ltd

(2003) 9 VR 171; [2003] VSC 291

Supreme Court of Victoria

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Interrogate

Catchwords

1. Tort
2. › Conversion
3. › Defence of estoppel by omission
4. › Negligence by owner
5. › Whether sufficient to found estoppel
6. › Ambit of s 27 Sale of Goods Act 1958 (Vic)
1. Tort
2. › Conversion
3. › Liability of directors for tortious conduct of corporation
4. › Primary or secondary liability
5. › Whether knowledge of unlawfulness or assumption of responsibility necessary
6. › Scope of doctrine of limited liability
7. › Limitation of rule in Said v Butt
1. Tort
2. › Conversion
3. › Time of conversion
4. › Acquisition of plaintiff's property by purchase
5. › Whether conversion occurs upon taking possession or upon subsequent dealing
1. Tort
2. › Conversion
3. › Measure of damages
4. › Value of goods converted
5. › Goods acquired in different condition to that when stolen
6. › Whether damages assessed at value of pure gold or market value in altered form

Quick Take

For the tort of conversion, a director who directed or procured the tortious acts of the corporation is personally liable regardless of the director's state of mind as to the unlawfulness of the acts. The Mentmore test requiring knowledge or reckless indifference does not apply in Australia to torts such as conversion that do not require a particular intention. The rule in Said v Butt is confined to inducing breach of contract and does not extend to conversion. Where goods are converted in a different form from their original state, damages are assessed at the market value of the goods in the form in which they were converted, not at the value of the goods in their original form. Mere negligence by an owner in safeguarding goods does not found an estoppel under s 27 of the Sale of Goods Act 1958 (Vic).