Jones & Ors v Invion Ltd & Anor

[2015] QCA 100

Queensland Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Management and administration
3. › Duties and liabilities of officers
4. › Fiduciary and statutory duties
5. › Directors varying own contracts without Board authority
6. › Whether directors acted dishonestly
7. › Whether breach causative of loss
8. › Corporations Act 2001 (Cth), ss 180, 181, 182, 1317H
1. Corporations
2. › Management and administration
3. › Duties and liabilities of officers
4. › Defences to breach of duty
5. › Statutory excuse for honest conduct
6. › Whether directors acted honestly
7. › Whether directors ought fairly to be excused
8. › Corporations Act 2001 (Cth), ss 1317S, 1318
1. Appeal
2. › General civil appeal
3. › Review of findings of fact
4. › Findings of dishonesty based on inference
5. › Whether trial judge's inference was open on the evidence
6. › Briginshaw standard for serious allegations

Quick Take

Directors who vary their own contracts to confer greater benefits than those authorised by the Board, without Board approval or disclosure, will be found to have acted dishonestly in breach of their fiduciary and statutory duties under ss 180, 181 and 182 of the Corporations Act 2001 (Cth). The statutory excuses under ss 1317S and 1318 are unavailable where dishonesty is established. A causation argument that the Board acquiesced in payments cannot succeed where the Board was not fully informed of the true contractual position, and such an argument may be precluded by pleadings that admit the payments were made pursuant to the impugned contracts.