Facts: Pl, a NZ man (Webber), sues AU Co and its NZ director (Douglas) for breaches of directors duties under Corporations Act and partnership agreement. There was a 2013 Limited Partnership Agreement between them with a choice of law clause nominating NZ law and non-exclusive jurisdiction clause nominating NZ jurisdiction. Pl tries to seek transfer under TTPA. The Corporations Act defines “Court” and says only FCA can hear the matter.
Held: The transfer to NZ court was rejected. The TTPA did not apply and proceedings were not stayed. Whilst NZ court had jurisdiction over the Limited Partnership Agreement, NZ had no jurisdiction to determine the matter because Corporations Act defines court as FCA. AU court has discretion to stay the proceeding if satisfied of two conditions:
NZ court has jurisdiction to determine the matters in issue between the parties
NZ court is the more appropriate court
The test directs attention to more appropriate, not the more convenient, court so that while convenience is undoubtedly an important consideration, it is not determinative.
Principle: Convenience is an important consideration but it is not determinative.