Westpac Banking Corporation ACN 007 457 141 and Ors v. Bell Group Ltd ACN 008 666 993 (In Liq) and Ors

Lower Court Judgment

17/08/2012 Supreme Court of Western Australia (Court of Appeal) (Lee AJA, Drummond AJA, Carr AJA)

[2012] WASCA 157

Catchwords

Equity – fiduciary duty – Judicial review – Whether courts can intervene to review the exercise of powers by directors on the basis of a lack of reasonable grounds for decision.

Equity – Fiduciary duty – Breach – Remedies – Equitable compensation versus account of profits – Whether compound interest should be utilised for restitutionary purposes – If so, whether the appropriate measure of compound interest can be determined – Whether on appeal the measure of compound interest was “grossly excessive” or a simple disgorgement of profits.

Equity – Fiduciary duty – Barnes v Addy – Particularisation of breach of fiduciary duty by directors – Whether recipient liability is available against a person who enters an executory transaction with a company involving a balance of rights and obligations that are performed on both sides before any act of avoidance – Whether accessorial liability requires a dishonest and fraudulent design by the trustee.