He v Sunnya Pty Ltd; Supermega Market Ltd v Sunnya Pty Ltd

[2025] NSWCA 78

NSW Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Directors and officers
3. › Fiduciary duties
4. › Post-resignation duties
5. › Whether fiduciary duties of directors continued despite resignation
6. › Whether resignation prompted by wish to acquire corporate opportunity
7. › Corporations Act 2001 (Cth), ss 180, 181, 182
1. Corporations
2. › Directors and officers
3. › Fiduciary duties
4. › Corporate opportunity
5. › Whether company's inability to exploit opportunity precluded finding of breach of fiduciary duty by former directors
1. Equity
2. › Equitable remedies
3. › Injunctions
4. › Width of injunctive relief ordered against defaulting fiduciary and knowing assistant
5. › Whether injunctive relief excessively broad
6. › Whether restraint should be temporally limited
1. Equity
2. › Accessorial liability
3. › Knowing assistance
4. › Barnes v Addy second limb
5. › Whether NZ Parties had requisite knowledge from December 2022
6. › Whether knowledge of essential matters of dishonest and fraudulent breach established

Quick Take

A director who resigns in order to pursue a corporate opportunity that the company was actively exploiting cannot escape fiduciary obligations by engineering the termination of a cooperation arrangement that was essential to the company's ability to exploit that opportunity, and the company's resulting inability to exploit the opportunity does not preclude a finding of breach.