Omnilab Media Pty Limited v Digital Cinema Network Pty Ltd

[2011] FCAFC 166

Full Court of the Federal Court19 December 2011

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Interrogate

Catchwords

1. Corporations
2. › Directors
3. › Fiduciary duties
4. › Scope of fiduciary duty
5. › Business opportunity rule
6. › Whether director breached fiduciary duty by disclosing information and diverting business opportunity to rival company
7. › Whether scope of duty limited by third party's veto power over opportunity
8. › Corporations Act 2001 (Cth), ss 180, 181, 182, 183, 184
1. Corporations
2. › Directors
3. › Fiduciary duties
4. › Business opportunity rule
5. › Whether inability of company to pursue opportunity is a defence to breach of fiduciary duty
6. › Corporations Act 2001 (Cth), ss 181, 182, 183
1. Equity
2. › Accessorial liability
3. › Knowing assistance
4. › Second limb of [name withheld] v [name withheld]
5. › Whether rival company knowingly assisted director's breach of fiduciary duty
6. › Whether actual knowledge of dishonest and fraudulent design established
7. › Corporations Act 2001 (Cth), s 79
1. Corporations
2. › Accessorial liability
3. › Knowing involvement in contravention
4. › Whether rival company knowingly concerned in director's contraventions of statutory duties
5. › Corporations Act 2001 (Cth), ss 79, 181, 182, 183

Quick Take

A director's fiduciary duty to a company extends to business opportunities the company is pursuing, even where the opportunity is subject to a third party's consent or veto. The scope of the duty cannot be narrowed by reference to duties the director owes to other entities. A rival company that participates in a plan to obtain the benefit of a director's breach, with actual knowledge of the director's role and the commercially valuable nature of the information, will be liable for knowing assistance under the second limb of [name withheld] v [name withheld].