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Contents • • • • • • • Background [ ] Kia Ora Gold Corporation was incorporated in in September 1954 and was listed on the. It carried on business principally as a gold mining company in. Western United Limited, originally formed in 1953, had an equal partnership with Kia Oro in the, which was sold in 1987. After 1983, it changed its focus to concentrate on the provision of financial and mining services. Each company had a shareholding in the other, and both were under common control. In 1987, Kia Ora made a to purchase all shares of Western United Ltd, in consideration for either: • 4 fully paid ordinary shares of Kia Oro for every Western United share, or • 5 fully paid ordinary shares for every two WU shares, together with $1.20 for each WU share. This valued WU Ltd at $3.95 to $4.40 a share, based on Kia Oro's market price of $1.10 a share.
Pilmer v Duke Group Ltd is an Australian company law case concerning the adequacy of consideration paid for shares, as well as on the questions of duty of care and fiduciary duty owed.
WU's shares then had a market price of $2.45 a share. Kia Ora's directors instructed the Perth office of Nelson Wheeler, to do a report for its shareholders, and this valued WU Ltd at $3.22 a share, and it was reasonable to pay a premium to acquire WU Ltd. Kia Ora shareholders approved the takeover. In 1988, Kia Oro entered into a for the assets of the Duke Group of companies, with Duke acquiring all the issued capital of Kia Oro. Upon completion, in July 1988 Kia Oro changed its name to The Duke Group Limited. In July 1989 it was placed in liquidation by order of the. The administrator subsequently sued Pilmer and other partners of Nelson Wheeler in all States, for breach of in contract and in tort, as well as in breach of.
The directors were also sued for breach of their fiduciary and statutory duty to the company by the administrator, and in cross-claim by Pilmer and his fellow partners. Pilmer alleged that the directors breached their duty of care and fiduciary duties, in getting a report that was not reasonably accurate. Pilmer alleged the directors had a personal interest in the takeover outcome as they were substantial shareholders in WU Ltd, and this conflict of interest led to a fallacious report which wrongly stated the price was fair, as rules required. Dutchwest federal airtight manual. The Nelson Wheeler partners in offices outside Perth contended that each office constituted a separate partnership, and no national partnership existed — therefore no liability would fall on them for actions arising in the Perth office. The courts below [ ] At trial, Mullighan J found: • Western Union's success was based upon significant transactions it performed for Kia Oro. Iit maths by ml khanna pdf download.
The activities of Kia Oro and Western Union ultimately depended on the success of the Marvel Loch mine, and its sale resulted in the creation of a large cash reserve, which was used in the takeover bid for WU. • Nelson Wheeler Perth were negligent in the preparation of their report, and were liable both in contract and in tort, as well as having a contractual duty to act independently, but they were not liable for breach of fiduciary duty. Duke's directors were held not to be liable for in the matter.
• The directors were in breach of their fiduciary and statutory duties. • Aside from three individuals, Nelson Wheeler partners in all States were ruled to be in a national partnership. • Liability was assessed proportionately. On appeal to the Full Court of the Supreme Court of South Australia, Doyle CJ, Duggan and Bleby JJ, found: • Nelson Wheeler Perth were liable for breach of duty of care both in contract and in tort, but there was no contractual duty to act independently. Duke's directors were liable for contributory negligence, and so NWP's damages should be reduced by 35%.
• NWP were also liable for breach of fiduciary duty. • There was no national partnership in effect for Nelson Wheeler. At the High Court [ ] Appeal was allowed. Majority ruling [ ] The High Court discussed the nature of fiduciary duty, citing from jurisprudence of the.: par. 71 The foundation and ambit of the fiduciary obligation are conceptually distinct from the foundation and ambit of contract and tort. Sometimes the doctrines may overlap in their application, but that does not destroy their conceptual and functional uniqueness.