United Dominions Corporation Ltd v Brian Pty Ltd Case Brief PDF

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Case Brief...

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CASE BRIEF TEMPLATE Name of Case

United Dominions Corporation Ltd v Brian Pty Ltd

Citation and Court

(1985) 157 CLR 1 High Court of Australia

Material Facts

The facts concerned a joint venture agreement for the development of land between United Dominions Corporation (UDC), Security Projects Ltd (SPL) and Brian Pty Ltd (Brian)  The land in question was owned by SPL  The joint venture was largely financed by funds from UDC, secured by a mortgage signed by SPL.  The joint venturers provided the balance of funds for the development.  The development realized a significant profit  However, UDC retained the profit and no distribution of profit was made to Brian.  UDC’s claim to what would otherwise have been Brian’s share of profits was based upon a provision in the mortgage to SPL, referred to as the ‘collateralisation clause’ to the effect that the mortgage was secruty for any money that had been advanced to SPL  SPL was indebted to UDC in respect of other projects apart from the joint venture.  Brian was never informed of the existence of the collaterallisation clause.  Brian claimed that the clause breached fiduciary obligations owed to it by UDC and SPL The issue was whether the relationship of joint venture had given rise to fiduciary obligations.

Legal Issue



Relevant Law Application of Law to the Facts Conclusion

Fid relationship existed. Mason, Brennan Deane – whether fid exists in joint venture depends on content of obligations which parties have undertaken. Absence of term ‘partnership’ in agreements between parties did not preclude a finding that the agreement ‘exhibited all the indicia of…a partnership’. Though characterized as a joint venture, here it was much more like a partnership and thus attached fiduciary obligations....