Eaton v Rare Nominees Pty Limited

[2019] QCA 190

Queensland Court of Appeal

Built by Barristers,
For Australian Law.

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Interrogate

Catchwords

1. Equity
2. › Fiduciary obligations
3. › Scope of fiduciary duty
4. › Joint venture agreements
5. › Whether fiduciary duty arises where contract expressly excludes fiduciary duties
6. › Whether fiduciary obligation inconsistent with express contractual terms
7. › Whether post-contractual conduct can found fiduciary relationship excluded by contract
1. Contract
2. › Construction
3. › Joint venture agreement
4. › Meaning of 'Receipts'
5. › Whether 'Receipts' limited to net receipts or extends to gross proceeds of sale
1. Equity
2. › Fiduciary obligations
3. › Accessorial liability
4. › Second limb of Barnes v Addy
5. › Knowing assistance in breach of fiduciary duty
6. › Whether dishonest and fraudulent design properly pleaded

Quick Take

Where a joint venture agreement comprehensively defines the parties' relationship as contractual only, excludes fiduciary duties, specifies that the proprietor holds all legal and beneficial interest in the asset and is entitled to receive all receipts for its own benefit, a court cannot superimpose a fiduciary obligation requiring the proprietor to prefer the other party's interests over its own in the application of its funds. Post-contractual conduct such as lying about the state of a project or denying information cannot found a fiduciary relationship that was excluded by the contract. The availability of contractual remedies (including rights to inspect accounts, require financial statements, and take security) weighs against finding vulnerability sufficient to support a fiduciary obligation.