The Court held that a company director who withdraws company funds in breach of fiduciary duty holds those funds on constructive trust, and the company's claim for equitable compensation is subject to the 12-year limitation period under s 47(1) of the Limitation Act 1969 (NSW), running from when the company first discovered or could with reasonable diligence have discovered the facts giving rise to the cause of action, following Cassegrain v Gerard Cassegrain & Co Pty Ltd. Where the director actively concealed his breaches by refusing to provide bank statements and misrepresenting the company's financial performance, time did not begin to run until the bank statements were obtained on subpoena in the proceedings. The Court also held that, even if the six-year analogous limitation period under s 1317K of the Corporations Act applied, it would be unconscionable for the director to rely on it given his concealment of the wrongdoing.
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