Metal Manufactures Limited v Johnston & Anor

(2020) 3 QR 456; [2020] QCA 42

Queensland Court of Appeal

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Interrogate

Catchwords

1. Equity
2. › Fiduciary Obligations
3. › Ascertainment of Relationship
4. › Employer and Employee
5. › Whether employer-employee relationship is fiduciary in every case
6. › Whether junior employee with no discretionary power owes fiduciary duties
7. › Vulnerability of principal to abuse of power or discretion
1. Equity
2. › Fiduciary Obligations
3. › Breach of Fiduciary Duty
4. › Conflict of Interest and Duty
5. › Whether employee had personal interest conflicting with duty
6. › Whether intention to confer benefit on third party constitutes personal interest of fiduciary
1. Corporations
2. › Management and Administration
3. › Duties and Liabilities of Officers
4. › Improper Use of Position
5. › Purposive element of s 182(1)
6. › Whether employee's object was to gain advantage for another or cause detriment to corporation
7. › Distinction between purpose and result of conduct
8. › Corporations Act 2001 (Cth), s 182(1)
1. Equity
2. › Equitable Remedies
3. › Knowing Assistance
4. › Dependence on establishing primary breach of fiduciary duty

Quick Take

An employee's intention to confer a benefit on a third party does not of itself constitute a personal interest giving rise to a conflict of interest and duty for the purposes of breach of fiduciary duty. Under s 182(1) of the Corporations Act, proof that an employee intended to engage in the relevant conduct and believed it would cause an advantage or detriment is insufficient to establish the purposive element; the appellant must prove that the employee's object was to achieve that advantage or detriment. Where the employee believed the conduct would ultimately benefit the employer, the purposive element is not satisfied.