The highly controversial decision of HDI Global Specialty SE v Wonkana No. 3 Pty Ltd [2020] NSWCA 296 is now expected to be appealed to the High Court of Australia, following an application seeking leave to appeal the decision being filed by the Insurers.
In November, we wrote about the Court of Appeal proceedings. The Court held that exclusion clauses in business interruption insurance policies did not apply to business interruption caused by COVID-19. You can read our article about this decision here.
The Application to Appeal
As a result of this decision, on 16 December 2020, the insurers filed an Application for Special Leave to Appeal on the grounds that the Court erred in its decision in holding that the clause “diseases declared to be quarantinable diseases under the Australian Quarantine Act 1908 and subsequent amendment” does not extend to its replacement Act, the Biosecurity Act 2015 (Cth).
As stated in the application, the purpose of the appeal is for the Court to declare that COVID-19 is an “infectious disease” for the purpose of business interruption insurance.
In their application, the insurers’ arguments to have the decision appealed included:
So What’s Next?
If the appeal is allowed, it will be a huge win for the insurance industry, whom the COVID-19 pandemic and this decision have significantly impacted. On the other hand, it could have devastating results for those who hold insurance policies containing a similar exclusion clause. A similar issue has been said to affect 250,000 insurance policies and $10 billion worth of claims.
Suppose you or your business has suffered any losses due to the COVID-19 pandemic and hold an insurance policy such as those in issue, or you have been denied an insurance claim due to the COVID-19 pandemic. In that case, you should seek legal advice immediately. If you have any questions or concerns please contact Chamberlains and talk to one of our insurance law experts today.
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***Assisted by; Madeline Furchtmann***
Employee Share Schemes (ESS) and Employee Share Option Plans (ESOP) are a simple tax planning tool that can drive of growth in both start-ups and established businesses. The benefits are threefold:
It is important that the employer understands the tax implications for the employee. While it can be a great motivator, it can be a rude shock if the wrong scheme is used and the employee gets a large tax bill.
A business needs to understand the potential schemes it can use and what tax concessions they may be eligible for.
What is an ESS and ESOP?
Employee Share Scheme (ESS)
In an ESS, the scheme gives an employee a ‘right’ to purchase shares, known as a subscription, in the company they work for. The employee will be invited to subscribe for the shares at a certain price.
The company may choose to set a subscription price at fair market value, a nominal amount or somewhere in the middle. Any restrictions on the shares and any discount to market value will inform how the employee is taxed.
Employee Share Option Plan (ESOP)
In an ESOP, a Company grants an option to purchase shares in the Company. The difference between an option and a right, is that an option does not grant them any of the rights a shareholder has, such as rights to vote, dividends and assets on winding up. Rather, an option holder can exercise the option at a future date to subscribe for shares.
Options appeal to employees because they are non-binding and do not have to be exercised, but more crucially, because the price of the option is fixed in the agreement. If a stock option is granted from two years from today and the Company’s performance and share price drop of significantly, the employee can decide that they don’t want to purchase the shares. Conversely if the Company is highly successful and the stock price rises, the employee may end up paying less for the share than what the shares are actually worth now.
Options also appeal to employers, as issuing options does not dilute the current shareholdings. This may be important when a founder is starting to approach a 50% shareholding and wishes to retain control by not diluting rights of investors and keeping the company financial performance confidential.
Just like with issuing shares, the company can choose the share subscription price in the option, which is known as the ‘strike price’.
Other variants
The possibilities are endless when developing an ESS or ESOP, for example:
Each are possible and come with their own benefits, though the need for tax planning becomes much higher.
Tax Implications
Both the ESS and ESOP can have tax benefits for the employee if correctly exercised. There are essentially four tax treatments available:
For start-ups and young businesses, the strong preference should be for using the start-up concessions if possible.
Start-Up Concessions
By far the most valuable tax treatment for ESS’s and ESOP’s is the start-up concessions. As with all generous tax concessions, there are strict criteria that must be satisfied:
Further restrictions are needed for the plan itself:
When the company and scheme meet this criteria, employees are then taxed on the capital gain on the profit from a sale of the shares and not on the upfront cost of purchase. Employees may be eligible for the 50% CGT discount and issuing the interests to a family trust to split any capital gain.
What to do if you aren’t eligible for the start-up concessions
The start-up concessions are the most desirable scheme if the company is eligible. If they are not available to the company, the company should explore other methods to tax effectively give equity to employees.
Upfront taxation isn’t necessarily bad. Schemes can require that market value is paid for the shares or options, so there is no assessable discount. In many cases, the subscription can be funded by a loan from the company interest free – though care should be taken around Division 7A and deemed dividends.
Alternatively, deferred taxation schemes can be beneficial for more established businesses. They are not recommended for businesses that expect to have significant growth such as start-ups.
Whichever plan you choose, you need to ensure the company and employees understand the tax implications before establishing the scheme.
Chamberlains team of tax planning specialists can advise you on the best scheme for you and your employees and guide you through the complete process. Our team have prepared simple schemes for start-ups that have just commenced, SME’s looking to renumerate a key executive and large businesses creating complex and international plans. Contact us today for a free initial consultation.
In recent years, the Federal Government has made a move towards encouraging innovation in Australia by a series of tax concessions for innovative companies and their investors. One such tax concession is for investors in early stage innovation companies (‘ESIC’). These incentives include an immediate tax offset in addition to beneficial capital gains tax (‘CGT’) treatments.
The company must satisfy a series of tests before it can be classified as an ESIC.
Before investors in an ESIC can claim the two tax concessions, the company must first qualify as an ESIC. The ESIC status must be reconfirmed each time an investor subscribes for new shares in the company, though many of the tests will be satisfied for a whole income year.
Local Company Test
The first test is that a company must not be a ‘foreign company’ in accordance with Section 9 of the Corporations Act 2000 (Cth). A foreign company in this sense refers to one which has been incorporated outside of Australia, therefore if a company is created, owned and operate domestically, it is likely that they will satisfy this element.
Step two involves a variety of questions directed at the structure of the business and its current financial position. In particular, the following requirements must be met:
The 100-Point Innovation Test or the Principles-Based Innovation Test
The final requirement is that a company must satisfy either the 100-Point Innovation Test or the Principles-Based Innovation Test.
The 100-point innovation test is preferable for two reasons:
The company must get 100 points based on the circumstances of the company. The points can come from qualifying for the Research and Development Tax Incentive, holding certain patents or licenses, participation in some accelerator programs and whether the company has raised capital previously. Each requirement is very specific, and companies looking to qualify for ESIC status should carefully assess whether they qualify.
If the 100-point innovation test cannot be satisfied, the principles-based innovation test can be used instead. This test is complex due to the vague drafting of the legislation. Expert advice is necessary to satisfy this test, and often investors insist on ATO verifying the conclusion in a private ruling, as the tax risk sits with the investors.
Regardless of the particular test that you elect to utilise in determining your ESIC eligibility, it is crucial that the elements are satisfied at the ‘test time’, which is the time new shares are issued to the investors.
Investors to an ESIC may be eligible for certain tax concessions, which causes many start-ups to seek ESIC status when raising early capital. However, the tax offsets applicable to investors will vary based on whether they are a ‘sophisticated investor’ or a non-sophisticated investor as defined in the Corporations Act 2000 (Cth).
A sophisticated investor can obtain a maximum tax offset in one income year of $200,000. This is calculated as 20% of the investment made into qualifying ESIC’s. If the investor exceeds the cap of $200,000 for the tax offset, the remaining offset can be carried forward to use in the next income year.
The concessionary treatment of capital gains applies regardless of investment size for sophisticated investors. A capital gain made on ESIC qualifying investments shares are disregarded if they had been held longer than 12 months and less than 10 years. Capital losses on ESIC investments held less than 10 years are also disregarded.
If an ESIC investment is held for more than 10 years, on the 10th anniversary the investment will receive a market value cost base and will have normal CGT treatment for later years. This has the effect of ‘locking-in’ the tax-free value on the 10th anniversary, and capital gains from this date are taxed.
Investors who are not sophisticated investors can receive the same concessions as above, unless they invest more than $50,000 in an income year. If they do invest more than $50,000 in an income year, they are not entitled to both the tax offset and concessional CGT treatment.
The policy reasons for these restrictions are to discourage retail investors from over-exposure to higher risk investments.
Conclusion
It is important to note that, even where an entity indicates that it is ESIC-qualified, it is strongly recommended that each investor seeks their own tax and legal advice on the investment itself and whether they qualify as a sophisticated investor. This is particularly the case if the company relies on the Principles-Based Innovation Test.
If you would like to explore the possibility of your company qualifying as an ESIC, or you wish to invest in ESIC’s, or if you have any other tax-related questions, please do not hesitate to contact our tax law and ESIC specialists.
If you have concerns or questions regarding Tax Planning, contact Chamberlains Law Firm today.
The Federal Court of Australia’s determination in Australian Securities and Investments Commissions v Youi Pty Ltd [2020] FCA 1701.
In a recent decision of the Federal Court, the Court considered what conduct could constitute a breach of each party’s duty to an insurance contract to act with ‘utmost good faith’, as required by section 13 of the Insurance Contracts Act 1984 (Cth) (ICA).
Background
The claimants (Mr Murphy and Ms Orr) held a home building and contents insurance policy with Youi for their home in Broken Hill, NSW (Premises). In 2016, the Premises’ veranda, roof, and contents were severely damaged in a hail storm.
In January 2017, the claimants lodged a claim with Youi regarding the damage (Claim). Youi subsequently sought that ProBuild Australia Pty Ltd (ProBuild) attend the Premises to assess the damage and provide a quote for the repair works. ProBuild provided a property inspection report to Youi in early February 2017.
From February 2017 to May 2017, several unrelated and independent complaints were lodged with Youi in respect of the quality of repair works and delays in the undertaking of repair works by ProBuild in the same area. As a result of these complaints, Youi suspended ProBuild’s services in May 2017. Despite taking these steps, Youi did not, however, remove ProBuild from the claim for the Premises.
In October 2017, some ten months after the Claim’s lodgement, ProBuild eventually commenced work at the Premises. ProBuild failed to undertake the repairs adequately, and the repair works were further delayed. As a result of these shortcomings, the claimants lodged a formal complaint with Youi in November 2017. Youi failed to address the claim until May 2018 (some six months later).
Pursuant to section 14 of the ICA, the Australian Securities and Investments Commission, brought proceedings against Youi, alleging that Youi’s failure to handle the Claim with full and frank disclosure, fairness and in a timely manner constitutes a breach of Youi’s statutory duty of utmost good faith. ASIC sought declaratory relief to that effect.
The obligation and the determination
The statutory obligation contained in section 13 of the ICA requires the parties to an insurance contract to act with utmost good faith, which was equated by the Court as an obligation to ‘act consistently with commercial standards of decency and fairness, with due regard to the interests of the insured’.
In this case, Youi did not dispute the fact that it had failed to act reasonably in its handling of the Claim. It was determined that Youi had failed to exhibit decency and fairness in the handling of the claim without full and frank disclosure, clarity, candour and that its agents had failed to complete the repair works promptly.
In light of the above, the Court determined that Youi’s conduct fell short of the utmost good faith obligation and constituted a breach of the ICA. In terms of the declaratory relief sought by ASIC, the Court determined that ‘the form of declaratory relief should identify, for the purposes of both [Youi] and others in the industry, that conduct of this character is a breach of the important duty of good faith and will be exposed to the community as such. In that way, declarations assist in clarifying the law’s application, warning others of the dangers of contravening conduct, and alerting other insureds to their rights’.
What does this mean for insurers?
While delays in progressing claims may be par for the course in insurance (due to back and forth correspondence, administrative processes etc..), insurers must prioritise full and frank disclosure to their insured and ensure that their subcontractors, repairers and agents undertake necessary works in a timely manner. Failure to do so may lead to a breach of an insurer’s utmost good faith obligation.
If you have any questions or concerns please contact Chamberlains and talk to one of our insurance law experts today.
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If a person is owed a specific amount of money (a creditor) over $10,000 by someone (a debtor), the creditor may lodge a Creditor’s Petition to make the debtor bankrupt. If you have been served with a bankruptcy notice, it is vital that you attend to it immediately to protect your wealth before any adverse action is taken against you.
Our lawyers at Chamberlains are here to provide legal assistance should you find yourself in such a situation. Contact us to arrange a free consultation with a member of our team to discuss the options available to you.
Temporary debt relief measures were implemented on 25 March 2020 due to the outbreak of the COVID-19 pandemic; however, the measures have ended as of 1 January 2021.
If you have received a Creditor’s Petition, you may:
If the debtor’s opposition to the Creditor’s Petition is successful, the petition may be dismissed by the Court.
**Assisted by: Neil Bookseller & Isabelle Lee**
If you have any questions or concerns please contact Chamberlains and talk to one of our insolvency lawyers today.
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During the course of family law proceedings, a party may seek to file a subpoena. A subpoena is a legal document issued by the Court that can require the production of documents, attendance to give evidence or both.
Part 15.3 of the Family Law Rules 2004 and Part 15A of the Federal Circuit Court Rules 2001 sets out relevant matters to consider when issuing a subpoena in family law proceedings.
It is appropriate to request a subpoena if a person declines to give evidence or produce documents or cannot do so. However, Part 13.1 and 13.2 of the Family Law Rules 2004 create a broad and ongoing requirement for disclosure by a party to family law proceedings. It is certainly sensible to first make relevant requests for disclosure concerning this obligation. Other options, such as requesting a s69ZW report (Family Law Act 1975) from a prescribed State or Territory agency to provide the Court with documents in child-related proceedings, is another effective option. Documents that may be obtained by way of a subpoena or the alternate options advanced can include (but are not limited to) criminal records, child protection records, medical records and school records.
There are some basic requirements for a family law subpoena and restrictions imposed by the Family Law Rules. These include:
In the Federal Circuit Court, a party or independent children’s lawyer must not request the issue of more than five subpoenas in a proceeding according to rule 15A.05 of the Federal Circuit Court Rules 2001.
Apart from legal fees and a Court filing fee to lodge the subpoena, you may be required to pay conduct money to the named person in the subpoena. If you do not provide this money, compliance is not required. Usually, conduct money is the costs of copying or preparation of documents for compliance with the subpoena.
It is important to note that the material produced on the subpoena is not provided to the person who seeks to issue the subpoena. The material is produced to the Court and will remain with the Court subject to access arrangements as coordinated by the Court.
Parties to the proceedings may object to access to documents provided to the Court. For example, if the documents requested are irrelevant, privileged or the breadth of the documents requested are merely a ‘fishing expedition’. Documents produced upon subpoena are to be destroyed at the conclusion of the relevant proceedings.
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New amendments to the Corporations Act targeting illegal ‘phoenixing’ came into effect on 18 February 2021. The changes will prevent Directors from improperly backdating their resignation or leaving their company with no Directors. While the legislation intends to capture people trying to subvert the law, it can have severe implications on small companies’ Director disputes.
What is Illegal ‘Phoenixing’?
Illegal ‘phoenixing’ occurs when an existing company’s Directors transfer their assets to a new company at below market value. Once the assets have been transferred, the existing company is liquidated, leaving no assets to pay off creditors while the Directors resign and begin directing the new company.
How to resign as a Director?
Follow your company’s constitution to know how to resign as a Director. Generally, you must provide written notice to the company (at their registered office). The company must then update ASIC to reflect the change in directorship within 28 days of the resignation. You may also notify ASIC of your resignation by providing a copy of the resignation letter you gave to the company.
When will a resignation be accepted by ASIC?
Resignation date
From 18 February, ASIC will accept your resignation at the date you make it only if you update ASIC within 28 days. For example, If I resign as Director on 1 March and notify ASIC on 19 March, they will accept my resignation on 1 March.
Before 18 February, if you were to submit the 1 March resignation after 28 days, for example, on 3 April, you would incur late fees. You will incur late fees, and your resignation will only be effective from the date you notify ASIC being 3 April. If you update ASIC later than 28 days but less than 56 from the resignation date, you may submit form 502 with reasons for the delay and pay a fee. If this form is accepted, the resignation date will remain as 1 March. However, if you miss the 56 day cut off, your only option to backdate resignation is to apply for a court order.
This is important because you also remove most liability you have as a Director when you resign as Director. Suppose you are in a Director’s dispute over the company’s mismanagement, and your resignation only becomes effective several months later when you update ASIC. In that case, you can be held liable for the company’s actions during that time, even if you sent your resignation to the company before the incident you are liable for occurs.
Remaining Directors
ASIC will not accept your resignation if it leaves the company with no more Directors. If you try to cease the last Director, your application will be rejected. This is particularly important in small companies. It could result in a kind of corporate musical chairs where the previous Director left standing is left with the company’s liability and the consequences of the retired Director’s actions.
GST and Directors
Directors may be liable to pay the company’s GST if the company does not.
Moving assets
The other significant change the new legislation introduces it the idea of a “creditor-defeating disposition”. This will occur when a company disposes of property at less than market value to prevent or hinder the asset from being available to meet the company’s creditors’ demands. It will now be a criminal offence for an officer of a company to engage in a creditor-defeating disposition if the company is insolvent or becomes insolvent as a result of the disposal or if within 12 months of the disposal, the company ceases to trade or goes into external administration.
ASIC will also have the ability to direct the asset (or equivalent amount) that was transferred during a creditor-defeating disposition to be returned to the original company.
Conclusion
If you resign as Director, immediately notify ASIC of your resignation to avoid the risks associated with the delayed notification. Further, it will be good practice as an incoming Director to question why previous Directors departed. If you are thinking of becoming a Director or you are experiencing a Director’s dispute, talk to your lawyer to reduce your risks of being held liable.
***Assisted by; Jacqueline Healy***
If you have any legal questions about commercial and corporate law, reach out to our specialists at Chamberlains Law Firm!
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When writing your Will, there are many important things to consider, like who do you want to have your personal possessions? Do you want your partner or spouse to take everything? Or do you want your siblings to inherit something? Perhaps the most important thing to consider, however, is who will look after your minor children if you pass away?
Should the worst happen, you should appoint a guardian in your Will to be your child’s carer until they turn 18. They will be responsible for looking after your child as you would, for example, ensuring their maintenance and making decisions about their welfare and lifestyle until they can legally make those decisions for themselves.
You can also provide your child’s guardian with a means of paying for your child’s lifestyle should you pass away before turning 18 by providing for a Guardianship Fund in your Will.
What is a Guardianship Fund?
In your Will, you can set up several Testamentary Trusts to determine the beneficiaries who will inherit from your estate and who will control the money they are gifted.
Similar to a Testamentary Trust, you can establish a Guardianship Fund in your Will to give your child’s nominated guardian the ability to control a certain amount of funds from your estate and use that money to pay for the maintenance and education costs of your child. Such costs may include lifestyle costs, healthcare, school fees and travel to broaden your child’s mind.
The purpose of setting up the Guardianship Fund rather than leaving the funds under the control of your Executor is to provide the Guardians(s) with the power and discretion to use that money for the benefit of your children, rather than having to seek money from the Executor on each occasion. This will be particularly useful when the Executor is different to the guardian (s).
If the funds for these purposes are left to your child’s guardian in a trust or Guardianship Fund in your Will, then your guardian can only use these funds for those specific purposes.
Should I include one in my Will?
You may choose to include a Guardianship Fund in your Will for peace of mind and ensure that your child is well looked after in the event you pass away.
A Guardianship Fund ensures that your child’s guardians spend the money you have allocated in the way you would have spent the money on your child, and prevents them from spending it on themselves or for trivial purposes.
It also ensures your child’s guardians do not incur any financial liability as a result of undertaking care of your child. This is particularly important in circumstances where the best person to look after your child, and the person you would like to become guardian of your child should the worst happen, may not necessarily have the financial means.
If you would like peace of mind knowing that even if you pass away your child will be provided for, you should consider establishing a Trust or Guardianship Fund in your Will.
Contact Chamberlains for a free first consultation with one of our wills & estates experts to discuss your legal rights.
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People in need can often turn to their loved ones for help, whether that be for emotional or financial support. A parent may loan you that money you need to pay off your student loan, or maybe a grandparent has given you some money to purchase your first home.
When you borrow money from a bank or another lending institution, you will sign a loan agreement, but when it comes to borrowing and lending money among family members, writing up a loan agreement may seem awkward and oddly formal, so you may avoid signing anything or even discussing repaying the loan altogether.
But what happens when the relative who has loaned you money passes away? How do you know if it was a loan that you have to repay, or merely a gift? What if you are also a beneficiary from their estate – do you have to pay anything back?
A person’s debts don’t just disappear when they die – whether they were the borrower or the lender. So it is essential for future certainty that everything is documented, gifts and loans alike, to protect your interests and the interests of the deceased’s estate.
What is a Deceased Estate?
When someone dies, all of their possessions, property, assets and money make up their estate. Debts form part of the estate also, whether they are payable by or to the estate.
Suppose the deceased owed a debt at the time of their death. In that case, it will be treated as a liability of the estate, and the executor or administrator of the estate will be responsible for repaying it using the estate’s assets.
If the deceased were owed a debt by someone else at the time of their death, it would be treated as an asset of the estate, and the executor or administrator of the estate will be tasked with collecting the debt on behalf of the estate.
So, debts don’t simply die with the creditor or debtor.
Was it a Loan or a Gift?
If the deceased gifted you the money while they were alive, then it is not a loan and cannot be a debt owing to the estate.
However, without anything in writing, proving that you were gifted the money and not loaned the funds could be very difficult. They would rely upon witnesses’ recollection and interpretation of the arrangement if there were any.
Proving whether the money was loaned or gifted to you could very well lead to a dispute between yourself and the executor or administrator of the deceased’s estate, costing yourself and the estate money.
Although it is potentially awkward to sign a loan agreement with your parents or another family member, it will help to avoid legal disputes of this nature further down the track.
If you are a beneficiary of the estate, the deceased’s Will may instruct their executor to deduct the value of the loan to you from your share of the estate to ensure the loan is repaid and to ensure fair treatment amongst the beneficiaries.
The lender can also state in their Will that the loan doesn’t have to be repaid, or they can convert the loan into a gift, and as a gift, you would not be liable to repay the money to the estate on their death.
Do I have to repay a loan if I’m the beneficiary?
If you’re the deceased’s beneficiary, you may ask yourself, what’s the point in repaying a loan to a deceased estate if you’re going to get that money back anyway?
The executor or administrator of a deceased estate has essential legal duties that they must fulfil when administering the estate. It is important to note that the executor or administrator’s duties are to the estate, which is the beneficiaries as a whole. In order to ensure their obligations to the estate are fulfilled, the executor or administrator must ensure that they account for all of the estate’s assets and pay all of the estate’s debts and liabilities before they give the rest and residue of the estate to the beneficiaries.
The executor or administrator may insist that you repay any loans given to you by the deceased prior to making any distributions. Alternatively, they may come to an arrangement with you to offset any amounts payable by you to the estate, against the benefit you are entitled to receive. The executor or administrator could also enter into an arrangement for you to pay off any outstanding amount owing to the estate by way of instalments over a period of time. As this would impact upon the other beneficiaries of the estate, such an arrangement would need to be with the consent of the other beneficiaries.
So, when receiving money from a parent or loved one, it is vital that you put it down in writing and that everyone agrees on the terms under which the loan is given, and the circumstances under which it will be repaid.
Contact Chamberlains for a free first consultation with one of our wills & estates experts to discuss your legal rights.
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While most legal disputes settle, some go-ahead to what lawyers call a “final hearing” where the parties will prepare evidence, go off to Court (whether virtual or in-person!), and a judgment will be handed down. Sometimes, after that, an aggrieved party might try to overturn that “first instance” judgment by appealing it.
As the parties found in a recent dispute: it’s important to remember that you can’t use an appeal to make a claim you didn’t pursue at first instance.
Below is a simplified summary of French v Bremner; Bremner v French [2020] NSWCA 339 that illustrates this.
___
A party we will call “A” created an invention. A part known as “R” wanted to help commercialise it by lending A money for its development.
R made a loan of $335,000.00 to A, and then a further $3 million later. The two also became involved in property development together, with R providing some of the finance for those property ventures.
A lender (not R) sued A for failing to keep up with finance payments concerning some properties.
Having been on the receiving end of that suit, A cross-claimed against R alleging that A and R had made several agreements. A said R was contractually obliged to pay A:
(R also cross-claimed against A seeking repayment of the loans and declarations of resulting trusts for some properties registered in A’s and A’s partner’s names.)
A’s cross-claim failed on all counts.
Crucially, A explicitly said in their cross-claim that they would not pursue any claim against R arising from the law of partnership, and would not seek any equitable remedies. Indeed: the judge in the “first instance” decision put this issue squarely to A’s lawyer, who confirmed the position.
A appealed the “first instance” decision. A said the judge should have found there was a partnership and should have ordered that equitable relief should follow.
On hearing A’s appeal, the Court of Appeal said that A could only appeal the claim he brought at first instance. Because he had not pursued a partnership claim and had not sought equitable relief initially, the Court confirmed he could not do either on appeal.
A’s appeal was dismissed.
___
This case, among other things, highlights the importance of a party in a legal dispute figuring our what their actual claim is, and pursuing it. This will often require expert advice.
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