Palermo v Palermo

[2015] WASCA 49

Western Australia Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Formation
3. › Inference from conduct
4. › Whether agreement to share wealth inferred from course of dealing over 35 years
5. › Whether inferred agreement precluded as matter of law by corporate and trust structures
1. Partnership
2. › Existence of partnership
3. › Whether businesses operated through companies and trusts conducted in partnership
4. › Whether overarching agreement to share wealth constitutes partnership or gives rise to fiduciary obligations
1. Appeal
2. › New trial
3. › Failure of primary judge to consider substantive merits of claim
4. › Failure to make necessary findings of fact
5. › Whether appellate court can substitute its own findings or must order new trial
6. › Fox v Percy (2003) 214 CLR 118

Quick Take

The existence of corporate and trust structures through which businesses are conducted does not as a matter of law preclude the inference of an overarching agreement between the individuals who control those structures to share the wealth generated by the entities. Such an agreement, if established, may give rise to partnership or fiduciary obligations between the individuals, distinct from any partnership in the underlying businesses themselves. The distinction between a partnership in a specific business and an overarching agreement to share wealth across multiple businesses is critical and must be addressed separately.