Warner Capital Pty Ltd v Shazbot Pty Ltd

[2020] NSWCA 121

NSW Court of Appeal

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Interrogate

Catchwords

1. Partnerships
2. › Existence of partnership
3. › Legal characterisation of business relationship
4. › Insolvency practice conducted through corporate trustee of unit trust
5. › Whether business carried on by persons in common
6. › Where income derived personally by practitioners
7. › Where cheques endorsed to corporate trustee
8. › Partnership Act 1892 (NSW), s 1
1. Partnerships
2. › Dissolution
3. › Account of partnership assets and liabilities
4. › Valuation of work in progress
5. › Whether appropriate to have reference to collections actually made
6. › Separation of collectible WIP and goodwill components
7. › Partnership Act 1892 (NSW), s 39
1. Partnerships
2. › Dissolution
3. › Winding up
4. › Appointment of receiver
5. › Whether utility in appointing receiver
6. › Form of orders appropriate to give effect to account
1. Equity
2. › Fiduciary duties
3. › Director's duties to shareholders
4. › Whether director owed fiduciary duty to minority shareholder on share transfer
5. › Whether breach of fiduciary duty claim pleaded
6. › Whether findings available on the evidence
7. › Brunninghausen v Glavanics (1999) 46 NSWLR 538 distinguished

Quick Take

Insolvency practitioners and other professionals who conduct their practice through corporate/trust structures should be aware that the use of such structures does not preclude a finding of partnership where income is derived personally; and that claims for breach of fiduciary duty by a director to a shareholder must be specifically pleaded.