“The new deal you all made breaches the old deal we made!”
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In 2001, some Cos came together to incorporate a new Co. NewCo was incorporated to contract with a big client. The client’s work would then be shared between the shareholders: [3]
NewCo would invoice the big client, and each shareholder would then invoice NewCo such that NewCo never made a profit: [39], [68]
A dispute arose: did that 2001 agreement establish a partnership?: [3], [43] - [45]
The 2001 agreement did not create a partnership including because no profit was shared: [58], [373] - [407]
NewCo did the work for the big client from 2001 to 2012: [65]
Through this time there was discontent about the allocation of the work between the shareholders: [92]
In 2012 the big client made a direction that NewCo was to ensure its trucks were speed-limited: [103]
There were heated exchanges between NewCo’s shareholders about the certification of the speed limiters installed on relevant trucks: [117]
The Ps said the speed-limiter issue was a pretext manufactured to remove the Ps from the business: [123]
The Court disagreed, finding: the big client had a legitimate concern about speed limiters: [126]
After an August 2012 meeting, the content of which was subject to heavy dispute, Newer Co was founded without the Ps involved: [227]
The Ps claimed the pivot from NewCo to NewerCo was a breach of the 2001 agreement, or the relevant fiduciary duties owed: [5]
The Ps said the Ds had caused NewCo’s work with big client to cease in order for NewerCo to do that work: [239]
There was a “troubling inconsistency” in relation to some of the Ps’ evidence of the 2012 meeting: [279]
The Court found it was not implausible that the Ps attempted to take their own “shot” of working with the big client after the 2012 breakdown in the relationship, rather than sit with a deal they considered unfair: [319], [340 - [342]
The Ps claims were made for their own benefit and not for the benefit of NewCo: [369]
After a heavy and lengthy analysis of the evidence, the Ps failed in all of their claims: [408]
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