Court Action Against Qantas

[Suck&Blow]

Done. See Ben's article in Plane Talking this morning!

[theheadmaster]

While Qantas loses money due to these leased aircraft sitting idle, the owners of the leases still make their money. Who owns the leases? If you can find that out, I suspect the whole puzzle will fit together...

[Australopithecus]

Wait! You aren't saying that current and former executives could lease new aircraft to QF, have them unused yet still be paid? Why, that would amount to transferring three or four billion from the coffers to the executives!

The only way that gambit would work is if you knew in advance the lessee couldn't operate them, ever. Jetstar HK and RedQ were sure-fire winners from the get-go weren't they?

Those ers!

[Ti64]

Interesting. OK on the face of it this looks like a fools errand, but I acknowledge that there is much I dont know (full text of the wd for example) so I can at best make general comments.

Let me say at the outset that I have a lot of sympathy for what you are facing. I am not in aviation except to the extent I have dealt with aviation related matters in my work, but I have seen enough to know this is probably the most incompetent board and management in my experience. I'm a lawyer by training and member of the AICD and this bunch of tosspots are for me the epitome of what is stuffed with coporate governance and management in this country. They are the poster children for why we are screwed as an economy.

That said, and even if you take that as read, nothing about that actually makes your case.

A few questions first;

1. What does the dispute resolution section of the WD say? Is there a mandatory process and or jurisdiction for dispute resolution in the case of a purported breach of the WD?

2. What is your cause of action? Do you in fact have the cause of action you think you do?

And a few general points.

1. The clause reads like standard waffle clauses we see in a lot of agreements. One I am very familiar with that it resembles is the "best endeavours" clause in commercial licensing agreements. Experience with those suggest there is almost no conduct sufficient to trigger a breach short of writing in your own blood in front of sixteen witnesses "I am deliberately not trying so there suckers" and even then you might get away with it. It is understood as a statement of general intent, more in the way of a recital, and not a litigable provision.

2. Even if it were, and even if everything pointed out eloquently in this thread is true, you still havent made a case. Yes they are crap, but being crap is not a breach in itself. They may justifiably argue that they are following a stragety designed to make the company competitive, its just going worse than expected. The fact it is a stupid one being followed badly isnt enough. The clause doesnt make stupid actionable. You would need to go further into something close to fraud and despite the many conspiracy theories here, you dont got that. And therein lies the rub, no Court is going to let you go on a fishing expedition based on what you've got. If you try to allege what amounts to fraud (or at the least a breach of directors duties) simply on the basis of what you've got here, they will just strike out the claim with costs as being legally embarassing and not disclosing a cause of action.

Good luck to you all, and I hope to God someone somewhere does the right thing for once but I cant see it happening. There may be other more likely (albeit remote) scenarios that could get the fight you need than this one, and if so good luck with them.

[neville_nobody]

Awesome conspiracy theory but I doubt they would have enough cash to run a aircraft leasing operation. You would need over a billion dollars. Whilst QF executives get paid well, a few million here and there doesn't cut in this game.

Institutional banks are the only ones who have the dough to buy 50 aeroplanes.

[ALAEA Fed Sec]

Google GAAM Nev.

[flyingfrenchman]

Global Aviation Asset Management Pty Ltd.: CEO and Executives - Businessweek

[sys 4]

there was a rumor going back a few yrs ago,that once the QF executive sold off the QF freight fleet,they discovered that they needed freighters again and it just so happened that the CEO owned a 747,so guess who they asked if they could lease his idle aircraft.Just a rumor though.

[framer]

Does GAAM own any of the idle A320's?

[73to91]

You aren't saying that current and former executives could lease new aircraft to QF,

however, they sold the aircraft leasing business in Aug 2011.

FORMER Qantas chief executive Geoff Dixon has revealed he and adman John Singleton were among a group of wealthy investors who worked on taking a strategic stake in the airline three months ago, but shelved their plans because of concerns about global instability.

For the first time publicly confirming rumours that have swirled for months, Mr Dixon said a group backed by himself, Mr Singleton and investment banker Mark Carnegie and advised by a global investment bank took a "serious look" at Qantas as its share price slumped to an all-time low.

"All we did was have a look at it," Mr Dixon told The Weekend Australian. "And we looked at it in a serious way. We had some very top people looking at it and had a lot of people interested. But there are a lot of reasons why we decided to let it go at this stage." The aviation business owned by Mr Dixon, Mr Singleton and Mr Carnegie - Global Aviation Asset Management - and a group of wealthy private investors was looking to seize a strategic stake in the airline as an investment opportunity.

GAAM is run by Greg Woolley, a former Macquarie Bank executive who headed the investment committee behind the failed $11 billion takeover bid for Qantas by the Airline Partners Australia consortium, including David Coe's now failed Allco, private equity group TPG and Macquarie Group.

The bid, in 2007, was famously endorsed by the Qantas board and Mr Dixon as chief executive but collapsed after it was blocked by two key shareholders.

In early August, GAAM sold its aircraft leasing business to New York Stock Exchange-listed FLY Leasing for $US1.4bn ($1.44bn).

Speculation that a private equity bidder was circling Qantas surfaced only weeks later, after John Durie reported in The Australian on August 6 that GAAM may be interested.

Cookies must be enabled. | The Australian

[Paragraph377]

WARNING - Incoming Herrings!

Lads, please read theheadmaster post again
Stop retrieving the herrings you are being thrown and look outside the box. The real money earner for an airline executive doesn't come from the paltry millions they earn in salary and bonuses It comes from airframe, engine and component leasing, GSE leasing/purchases, uniform suppliers and myriads of consultancies such as accounting/auditing/people training.......etc etc. That is where you will find a well connected airline executive is truly earning his moolah!
But beware - To find the needle in the haystack takes a LOT of hard work, a support fund and some very well respected investigators. The spiders webs have many many threads in them.
The answers ARE out there, you just need to dig in the right areas. I genuinely wish you all the very best. Don't go down without a fight and if it does come to a fight to the death make sure you take some of the top level fs with you. Now start digging!!!

Camelsquadron and just watching, nice work. It is always fun to watch pathetic management trying to dilute the truth. Particularly just watching, activating one of your many 'sleeper' identities stored in readiness for a Pprune attack on those who aren't 'towing the party line' or who dare to raise some well researched facts about your snivelling little 'sneaks'. Hmmmm yes you would be surprised who works within your very own fold and is prepared to sell out even their top tier buddies . Read it and weep, your ball of string will unravel

[Romulus]

Para377 - are you making accusations of fraud?

[Paragraph377]

Romulus, NO. I am stating that some airline executives (I didn't say QF executives) are crafty buggers. And no, I do not believe it to be fraudulent to be a part owner in a supply company anyway. I do not know of what 'fraud' you speak of Sir.

[Romulus]

Originally Posted by para377

Romulus, NO. I am stating that some airline executives (I didn't say QF executives) are crafty buggers. And no, I do not believe it to be fraudulent to be a part owner in a supply company anyway. I do not know of what 'fraud' you speak of Sir.

If such a relationship isn't declared and appropriate steps taken to identify conflicts of interest throughout the procurement process and mitigate them then it is almost certainly fraudulent behaviour (in most western countries anyway, I don't have any knowledge of other legal systems).

[600ft-lb]

On the face of it all, Qantas does have some pretty good safeguards in place for procurement of items. It's a bit hard to hide stuff like that in such a high profile company. They do make us suffer through online course after online course after all.

[Paragraph377]

If such a relationship isn't declared and appropriate steps taken to identify conflicts of interest throughout the procurement process and mitigate them then it is almost certainly fraudulent behaviour (in most western countries anyway, I don't have any knowledge of other legal systems).

You are probably quite correct with that assumption. But again I reiterate that my comment was general and not aimed at any specific airline. As you yourself would be aware there are numerous different airlines mentioned by others within this thread. Then there are the countless airlines that haven't been mentioned by name.
Your point is duly noted, but totally not relevant to what I was expressing, old friend.

Cheers

[AEROMEDIC]

Perhaps the answer can be found in Section 3.1 of the Corporations Act regarding Continuous Disclosure.
Surely, enough posts on this thread can be explored to discover if the board or any of the directors have failed to comply.
Continuous Disclosure requires these directors to provide any market sensitive information to the market and the ASX if not previously reported. Given that costs have ramped up again due to the matters discussed here, it would seem that another report to the market is overdue.

Now, where to start.....

[ALAEA Fed Sec]

A few questions first;

1. What does the dispute resolution section of the WD say? Is there a mandatory process and or jurisdiction for dispute resolution in the case of a purported breach of the WD?

The WD has the usual dispute res clause. You raise your concern with the company first (which we will), if unresolved goes to higher management and then FWC. FWC can arbitrate but not compel witnesses or evidence. Nothing in dispute clause prevents any party going to Fed Court at any time.

2. What is your cause of action? Do you in fact have the cause of action you think you do

I'm not sure what you mean by this. What is causing our action is that it appears to us that Qantas are deliberately blowing money. This in turn is reducing job security of our members and also about 28,000 others.

1. The clause reads like standard waffle clauses we see in a lot of agreements. One I am very familiar with that it resembles is the "best endeavours" clause in commercial licensing agreements. Experience with those suggest there is almost no conduct sufficient to trigger a breach short of writing in your own blood in front of sixteen witnesses "I am deliberately not trying so there suckers" and even then you might get away with it. It is understood as a statement of general intent, more in the way of a recital, and not a litigable provision.

Yes I agree this would be a tough fight to win. We actually ran a case last year over another aspect of this clause in the Fed Court. Although we didn't get the outcome we wanted, there were some very import things to take away from the decision. The one that for me sticks out was these words - "The clause must have some work to do".

2. Even if it were, and even if everything pointed out eloquently in this thread is true, you still havent made a case. Yes they are crap, but being crap is not a breach in itself. They may justifiably argue that they are following a stragety designed to make the company competitive, its just going worse than expected. The fact it is a stupid one being followed badly isnt enough. The clause doesnt make stupid actionable. You would need to go further into something close to fraud and despite the many conspiracy theories here, you dont got that. And therein lies the rub, no Court is going to let you go on a fishing expedition based on what you've got. If you try to allege what amounts to fraud (or at the least a breach of directors duties) simply on the basis of what you've got here, they will just strike out the claim with costs as being legally embarassing and not disclosing a cause of action.

Again I agree that stupidity alone will not be enough to proceed here. Remember what you have seen upfront on Pprune is only a portion of the info we are gathering before we make a decision to go ahead.

[Devil Dog]

I'm a bit confused perhaps someone can resolve my confusion...does the QSA relate to QF International or The QF Group as a whole? Thanks in advance.

[Creampuff]

From the QSA:

3 Interpretation
…
Qantas means Qantas Airways Limited, as the company exists from time to time (even if its name is later changed).

Qantas Airways Limited is a single corporate entity, not 'the group'.

7 Qantas’ articles of association to include certain provisions

(1) The articles of association of Qantas must, on and from the day on which Qantas first becomes aware that a person, other than the Commonwealth or a nominee of the Commonwealth, has acquired voting shares in Qantas:

(a) impose restrictions on the issue and ownership (including joint ownership) of shares in Qantas so as to prevent foreign persons having relevant interests in shares in Qantas that represent, in total, more than 49% of the total value of the issued share capital of Qantas; and

(aa) impose restrictions on the issue and ownership (including joint ownership) of shares in Qantas so as to prevent foreign airlines having relevant interests in shares in Qantas that represent, in total, more than 35% of the total value of the issued share capital of Qantas; and

(b) impose restrictions on the issue and ownership (including joint ownership) of shares in Qantas so as to prevent any one foreign person having relevant interests in shares in Qantas that represent more than 25% of the total value of the issued share capital of Qantas; and

(c) impose restrictions on the counting of votes in respect of the appointment, replacement and removal of a director of Qantas so as to prevent the votes attaching to all substantial foreign shareholdings being counted in respect of the appointment, replacement or removal of more than one‑third of the directors of Qantas who hold office, at any particular time; and

(d) confer the following powers on the directors of Qantas to enable the directors to enforce the restrictions referred to in paragraphs (a), (b) and (c):

(i) the power to do anything necessary to effect the transfer of shares held by a person;

(ii) the power to remove or limit the right of a person to exercise voting rights attached to voting shares;

(iii) the power to end the appointment of a person to the office of director of Qantas; and

(e) prohibit Qantas from taking any action to bring about a change of its company name to a name that does not include the expression “Qantas”; and

(f) prohibit Qantas from conducting scheduled international air transport passenger services under a name other than:

(i) its company name; or

(ii) a registered business name that includes the expression “Qantas”; and

(g) require that the head office of Qantas always be located in Australia; and

(h) require that of the facilities, taken in aggregate, which are used by Qantas in the provision of scheduled international air transport services (for example, facilities for the maintenance and housing of aircraft, catering, flight operations, training and administration), the facilities located in Australia, when compared with those located in any other country, must represent the principal operational centre for Qantas; and

(i) require that, at all times, at least two‑thirds of the directors of Qantas are to be Australian citizens; and

(j) require that, at a meeting of the board of directors of Qantas, the director presiding at the meeting (however described) must be an Australian citizen; and

(k) prohibit Qantas, at all times, from taking any action to become incorporated outside Australia.

There is also a definition of, and provisions relating to, ‘Qantas subsidiary’. Here is a link to the QSA: Qantas Sale Act 1992