you can find some interesting info about "Damages for Breach of Contract and Fiduciary Duty under Joint Venture Agreements" here http://www.austlii.edu.au/au/journals/AUMPLawAYbk/2004/7.pdf
Then I stumbled across this interesting case which sounds awfully similar to what VMC are going for:
http://www.austlii.edu.au/au/journals/AUMPLawAYbk/2004/7.pdf
Full case here: http://www.austlii.edu.au/au/journals/AUMPLawAYbk/1987/28.pdf
Lac Minerals Ltd v International Corona Resources Ltd
Lac Minerals Ltd v International Corona Resources Ltd[1] is a leading Supreme Court of Canada decision on the nature of fiduciary and confidential relationships that can be created in the course of business, together with appropriate remedies for restitution when such relationships are breached.The facts[edit]
International Corona was a junior mining company that was investigating the mineral potential of a property at Hemlo in Northern Ontario. Lac Minerals, a senior mining company, heard of Corona's activity and arranged to visit the site. Corona showed Lac's representatives detailed information about their geological findings, together with their underlying theory about its mineral potential and importance. In further discussions about development and financing options, detailed private information was disclosed. Corona was advised by Lac to aggressively pursue the Williams property. The matter of confidentiality was not raised.
Lac proceeded to stake their own claims east of Corona's property, and acquired the property on which Corona had been working, without the latter having been advised of Lac's intentions. Subsequent attempts by Corona to negotiate the transfer of Lac's interest in the property failed.
Corona formed a joint venture with Teck Corporation to develop a mine on the Corona property, and proceeded to sue Lac for the return of the property.
The judgments below[edit]
The trial judge held that there was no binding contract, but Lac was still liable for breach of confidence and breach of fiduciary duty. He ordered the return of the property to Corona, but allowed Lac's claim in part for a lien for the cost of improvements and other payments.
The Ontario Court of Appeal affirmed the trial judge's ruling, also noting that a constructive trust was an appropriate remedy for both the breach of confidence and fiduciary duty.
The issues[edit]
There were three questions before the Supreme Court of Canada:
- Did a fiduciary relationship exist between Corona and Lac which was breached by Lac's acquisition of the property?
- Did Lac misuse confidential information obtained by it from Corona and thereby deprive Corona of the property?
- If either question were answered affirmatively, what was the appropriate remedy?
Decision of the Supreme Court of Canada[edit]
The court ruled unanimously that there had been a breach of confidence, and by 3-2 it was held that no fiduciary duty existed in this case, and by 3-2 that the imposition of a constructive trust on Lac in favour of Corona was the appropriate remedy.
