Federal Court of Australia

Yura Yarta Services Pty Ltd v Jones [2026] FCA 528

ORDERS

THE COURT ORDERS THAT:

1.    The respondents be discharged from each of the undertakings given by them to the Court on an interim basis on 5 March 2026.

2.    The applicants’ application for interlocutory injunctive relief, set out in the originating application filed on 26 February 2026, be dismissed.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

MCDONALD J:

Introduction

1    The first applicant in these proceedings, Yura Yarta Services Pty Ltd (Yura Yarta), is described by its director, Stephen Young, as an Indigenous workforce services business that provides Indigenous labour hire, recruitment and workforce solutions. Yura Yarta is 49 per cent owned by the second applicant, Tasmea Ltd (Tasmea), an ASX‑listed company that owns and operates a range of businesses in the mining, infrastructure, energy, oil and gas sectors. Mr Young is the founder and a director of Yura Yarta and the founder and managing director of Tasmea.

2    The first respondent is Allan Jones. He was a director of Yura Yarta from 25 July 2023 until his resignation on 5 December 2025. Mr Jones also wholly owns and controls RAW Group Pty Ltd (RAW Group), which is the fifth respondent in these proceedings, and RAW Personnel Pty Ltd (RAW Personnel), the sixth respondent. RAW Group is a shareholder of Yura Yarta.

3    The second respondent, Thomas (TJ) Goodes, and the third respondent, Laurie Gibson, were, until recently, directors and employees of Yura Yarta. According to their affidavit evidence, Mr Goodes held the position of Operations Manager East and Mr Gibson held the position of Operations Lead (Western Australia). Mr Goodes is a shareholder of Yura Yarta. Each of Mr Goodes and Mr Gibson resigned as a director, and gave notice of his resignation as an employee, on 8 December 2025.

4    Mr Goodes states that he was of the view that his applicable notice period was four weeks and, on that basis, worked until 5 January 2026 (inclusive of two weeks of pre-approved leave over the Christmas shutdown period). Mr Young contends that the applicable notice period for Mr Goodes was three months, as stipulated in his employment contract, and therefore states Mr Goodes’s employment should have concluded on 7 March 2026.

5    Mr Gibson’s employment formally ended on 5 January 2026, following his working a four week notice period. Mr Young alleges that Mr Gibson worked only until approximately 23 December 2025 and did not perform duties for the remainder of the notice period, including facilitating a handover of his position. Mr Gibson disputes this, stating that he was on pre-approved annual leave from 22 December 2025 until 2 January 2026. Mr Gibson also states that he undertook additional work to ensure a smooth handover of responsibilities.

6    The fourth respondent, Tanisha Morrison, was employed by Yura Yarta, initially in the position of Administrative Assistant and more recently with the position and title of Business Administrator. She gave notice of her resignation from that position on 19 December 2025, and her resignation took effect from 2 January 2026.

7    On 12 January 2026, after their resignations from their respective positions with Yura Yarta, each of Mr Goodes, Mr Gibson and Ms Morrison was employed by RAW Personnel.

8    The applicants contend that each of Mr Jones, Mr Goodes and Mr Gibson has breached obligations owed by them as directors of Yura Yarta under ss 181, 182 and 183 of the Corporations Act 2001 (Cth) (obligations to exercise powers and discharge duties in good faith in the best interests of Yura Yarta and for a proper purpose; not to improperly use their position to gain an advantage for themselves or others or cause detriment to Yura Yarta; and not to improperly use information obtained because they were an officer of Yura Yarta to gain an advantage for themselves or others or cause detriment to Yura Yarta), and that each of Mr Goodes, Mr Gibson and Ms Morrison is bound by certain contractual restraints. The applicants seek interlocutory injunctions against each of the respondents.

9    For the reasons that follow, I am prepared to proceed on the basis that there is a serious question to be tried in relation to some (though not all) aspects of the applicants’ case. However, I do not accept that the applicants have established that the balance of convenience favours the making any of the interlocutory orders that they seek. Accordingly, the application for interlocutory relief will be dismissed.

Procedural history

10    On 26 February 2026 the applicants filed an originating application which included a claim for urgent interlocutory injunctive relief.

11    The matter was referred to Charlesworth J as duty judge. On 5 March 2026, at a case management hearing before her Honour, the parties agreed that the respondents would give certain undertakings, thereby resolving the need for an urgent hearing to determine some aspects of the application for interlocutory relief. The following undertakings, expressed to operate “until further order”, were given to the Court:

(a)    The first to fourth respondents undertake that they will not knowingly approach encourage, solicit or otherwise induce any employee of the applicants to leave their employment or enter employment with another party.

(b)    The first to fourth respondents undertake that they will not knowingly induce, solicit, canvas, approach or accept an approach from any person who was at any time during the preceding two years a customer or client of Tasmea or its associated entities (Tasmea Group), or a supplier to the Tasmea Group.

(c)    The first to sixth respondents undertake that they will not use, publish, copy permit access to or in any way deal with the “Confidential Information” of the applicants as that term is defined in the originating application filed on 26 February 2026.

(d)    The first to sixth respondents undertake that they will preserve all or any computers, computer discs, electronic storage devices, email accounts and cloud based storage devices upon which any “Confidential Information” of the applicants (as defined in the originating application filed on 26 February 2026) has been or may be stored.

12    Justice Charlesworth made an order setting down the following applications for a hearing on a date to be fixed:

(a)    the applicants’ claim for interlocutory relief in paragraph 1 of the originating application filed on 26 February 2026; and

(b)    any other claims for interlocutory relief that remain unresolved, such unresolved claims to be notified by the respondents to the applicants not later than 12 March 2026.

13    The respondents subsequently notified the applicants that all of the interlocutory relief sought in the amended originating application would be opposed, and (at least implicitly) that the undertakings previously given would not be continued beyond the next interlocutory hearing. At the interlocutory hearing, the applicants sought to narrow the terms of the interlocutory orders they seek in various respects.

14    Consequently, the applicants now seek, and the respondents oppose, orders that:

(1)    Mr Goodes, Mr Gibson and Ms Morrison be restrained from acting as a director, officer, agent or employee of RAW Personnel, or any other business, insofar as the conduct of the business of RAW Personnel or such other business is the same or substantially similar to the business of Yura Yarta, or competes with Yura Yarta pending interlocutory argument or alternatively a date fixed by the Court (first order sought);

(2)    Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison be restrained from approaching, encouraging, facilitating, soliciting or otherwise inducing any employee of Yura Yarta to leave their employment or enter into employment with another party (second order sought);

(3)    Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison be restrained from inducing, soliciting, canvassing, approaching or accepting an approach from any person who was, at any time during the preceding two years, a customer or client of Yura Yarta, Tasmea or the Tasmea Group with whom one or more employees of Yura Yarta were placed (third order sought); and

(4)    Each respondent be restrained from using, publishing, copying, distributing, permitting access to or in any way dealing with “confidential information of the applicants” (fourth order sought).

15    For the purposes of the fourth order sought, the applicants define the expression “confidential information of the applicants” as meaning:

… any information that pertains to the assets, dealings, transactions, finances or affairs of the applicants, their customers or clients, which information is not in the public domain other than as a result of a breach of the parties’ obligations and which was obtained by the Respondents in the following capacities:

a)    in respect of [Mr Jones], as a director of [Yura Yarta].

b)    in respect of [Mr Goodes], as a shareholder, director and/or employee of [Yura Yarta].

c)    in respect of [Mr Gibson], as a director and/or employee of [Yura Yarta].

d)    in respect of [Ms Morrison], as an employee of [Yura Yarta].

e)    in respect of [RAW Group], as a shareholder of [Yura Yarta].

16    No pleadings have yet been filed in the proceedings. The application for interlocutory relief falls to be determined on the basis of affidavit evidence filed by the parties.

Background facts

17    As at the time of the filing of the originating application, Yura Yarta employed 61 Indigenous employees whose labour is used to provide services to the customers and clients of Tasmea’s 27 wholly-owned businesses. Employees are placed within a company of the Tasmea Group or, in some cases, directly with an “end user” customer, and are required to perform the same duties as any other employee in the same roles. The employees are paid the same rate as any other employee in the same role and the hiring company is charged a flat fee of $2 per hour for each employee. Whilst employees are in these roles, senior Yura Yarta staff maintain regular contact with, and provide mentoring and support to, those employees.

18    The current shareholders of Yura Yarta are:

(a)    Tasmea, which holds 49 per cent of the issued shares in Yura Yarta;

(b)    RAW Group, which holds 11 per cent of the issued shares personally and is expressed to hold 30 per cent of shares “as trustee for new indigenous shareholders” (though it is not presently necessary to ascertain what that means or what its legal effect, if any, might be); and

(c)    Mr Goodes, who holds 10 per cent.

Mr Jones and RAW Group

19    As has already been mentioned, Mr Jones wholly owns and controls RAW Group and RAW Personnel Pty Ltd. Both RAW Group and RAW Personnel were registered with ASIC on 6 April 2021. Mr Jones also solely owns and operates a number of other companies, which he refers to collectively as the “RAW Companies”. RAW Group is described by Mr Jones as “the governance arm within the RAW Companies, carrying out the finances, HR, risk and compliance functions”. Mr Jones also states that RAW Group shapes “the high-level operational direction of our service offerings”.

20    RAW Personnel is described by Mr Jones as “a dedicated national labour-hire company to supply supplementary, or ‘top up’ labour direct to host employers within major infrastructure, civil construction, rail, mining, local government, and state and territory government sectors across Australia”.

21    As indicated above, Mr Jones gave notice of his resignation as a director of Yura Yarta on 5 December 2025. The notice was accompanied by a statement that he “had lost confidence in the board upholding the princip[les] of Aboriginal Business Ownership”.

22    The applicants contend that Mr Jones has acted in breach of his duties as a director of Yura Yarta under ss 181, 182 and 183 of the Corporations Act, and in breach of the common law fiduciary duties owed by him as a director of Yura Yarta. Mr Jones is not bound by any contractual restraint clause.

Mr Goodes

23    Mr Goodes is the second respondent in the proceedings. He became a director and shareholder of Yura Yarta in around July 2023, holding 10 per cent of the shares in Yura Yarta. While he worked at Yura Yarta, Mr Goodes’s position title was Operations Manager East. He describes his responsibilities in that role as having included “recruiting Indigenous employees, placing them in Tasmea subsidiary companies as skilled and unskilled workers and mentoring and supporting them”.

24    On 19 July 2023, a shareholders agreement was entered into with respect to Yura Yarta (Shareholders Agreement). The Shareholders Agreement was executed by Mr Young and Mark Vartuli (director) on behalf of Yura Yarta, Mr Jones on behalf of RAW Group (both in its own capacity as a beneficial shareholder and separately in its capacity “as trustee for new Indigenous Shareholders”), by Mr Young and Mr Vartuli on behalf of Tasmea, and by Mr Goodes as an Indigenous shareholder in Yura Yarta.

25    Among other things, the Shareholders Agreement imposed obligations on shareholders to act in good faith towards each other and Yura Yarta, and to ensure compliance with the Corporations Act and with the terms of the Shareholders Agreement.

26    By cl 28 of the Shareholders Agreement, the shareholders who were a party to the agreement (other than RAW Group, but including, relevantly, Mr Goodes) agreed to restraints, for staggered periods of up to five years and across defined geographical areas. The restraints include restrictions on engaging in a business that is the same or substantially similar to the business of Yura Yarta or that competes with Yura Yarta. The business of Yura Yarta is defined for the purposes of the Shareholders Agreement to mean “the business of providing of [sic] labour services to the mining, oil & gas and defence industry in Australia by a workforce that preferentially employs persons of Indigenous Descent”.

27    The restraints also prohibited soliciting or dealing with customers of the Tasmea Group, harming the reputation of the Tasmea Group, or interfering with its relationships with customers or suppliers. Similarly, except in the case of RAW Group, the Shareholders Agreement contained terms which restrained shareholders from interfering with the Tasmea Group’s employees, including inducing or encouraging employees to leave the Tasmea Group or to take up employment elsewhere.

28    All shareholders were also required to maintain the confidentiality of information received under the Shareholders Agreement, and to use such information only for the purposes of performing obligations under the Shareholders Agreement.

29    On 2 January 2024, Mr Goodes signed a contract of employment with Yura Yarta. Clause 15.2 of Mr Goodes’s employment contract provides:

15.2    During the Restraint Period and in the Restraint Area, the Employee must not:

15.2.1    Engage in a business or activity that:

(a)    is the same or substantially similar to the business undertaken by the Employer or the Group or any material part of the business undertaken by the Employer or the Group; or

(b)    competes with the business undertaken by the Employer or the Group or any material part of the business undertaken by the Employer or the Group;

15.2.2    induce, solicits, canvasses, approaches or accepts an approach from a person who was at any time during the preceding two (2) years a customer or client of the Group with a view to obtaining their custom in a business that is:

(a)    the same or similar to the business undertaken by the Employer or the Group, or any material part of the business undertaken by the Employer or the Group; and

(b)    competes with the Business or any material part of the business undertaken by the Employer or the Group;

15.2.3    do or say anything harmful to the reputation of the Group or that may lead a person to stop, curtail or alter the terms of its dealings with the Employer and/or the Group;

15.2.4    otherwise than to the benefit of the Employer and/or the Group, represent yourself as being in any way connected with or interested in, the Employer and/or the Group; or

15.2.5    interfere with the relationship between the Employer, the Group and its customers, clients or suppliers.

30    References to the “Employer” are to Yura Yarta. The “Group” is defined in cl 15.1 to mean “[Tasmea] and all of its subsidiaries including [Yura Yarta] from time to time”.

31    Mr Goodes gave notice of his resignation from Yura Yarta on 8 December 2025. He is currently employed by RAW Personnel. He accepted this position on or around 7 January 2026 and commenced on 12 January 2026. His role is Executive General Manager and he is based in South Australia.

32    The applicants contend that Mr Goodes has acted in breach of the restraints imposed by both cl 28 of the Shareholders Agreement and cl 15.2 of his employment contract, as well as acting in breach of his duties as a director of Yura Yarta under ss 181, 182 and 183 of the Corporations Act, and in breach of the common law fiduciary duties owed by him as a director of Yura Yarta.

Mr Gibson

33    Mr Gibson was employed by Yura Yarta from October 2024 until 5 January 2026 and became a director of Yura Yarta in March 2025. While he worked at Yura Yarta, Mr Gibson’s position title was Operations Lead (Western Australia). Mr Young describes Mr Gibson’s role as involving “recruiting and onboarding Indigenous employees, coordinating their placement within Tasmea businesses operating in Western Australia and providing the ongoing mentoring, oversight and support that underpins Yura Yarta’s model”. Mr Gibson agrees with this description but also adds that his role included other responsibilities such as managing the hire of drill rigs.

34    Mr Gibson states that the offer of employment with Yura Yarta was presented on the basis that he would be employed for an initial probationary period of six months, after which he would be appointed as a director and become a shareholder, in addition to his role as an employee. However, it does not appear that Mr Gibson ever became a shareholder. He is not a party to the Shareholders Agreement.

35    On 6 September 2024, Mr Gibson electronically signed a contract of employment with Yura Yarta. Clause 10 of Mr Gibson’s employment contract is entitled “Restraint of trade”. In cl 10.1, “Business” is defined, broadly and ambiguously, to mean “the business of the Company Business specified in Schedule 1 and any other projects or activities that [Yura Yarta] decides it will carry on”. Schedule 1 identifies the “Company Business” merely by stating “Employment Entity: Yura Yarta Services Pty Ltd (ABN: 51 168 640 828)”. The expression “Group” is defined to mean “[Tasmea] and all of its subsidiaries including [Yura Yarta] from time to time”. “Restraint Area” is defined in a cascading manner, identifying four progressively narrower geographical areas, and “Restraint Period” is also defined in a cascading manner, identifying periods ending from three years down to six months after the cessation of Mr Gibson’s employment with Yura Yarta. Although the details differ, the latter definitions are similar to the definition of the equivalent terms in cl 28.1 of the Shareholders Agreement.

36    In cl 10.1(b), “Engage In” is defined as follows:

i)    to carry on, participate in, provide finance or services or otherwise be directly or indirectly involved in or concerned in (directly or through any interposed body corporate, trust, partnership or entity);

ii)    to (legally or beneficially) own assets, shares or units;

iii)    to manage without salary, advising or influencing on a continuing basis whether for direct remuneration or benefit or otherwise, and influencing through any association or arrangement with any person in or over which any interest or influence (absolute or partial) is held; or

iv)    to act as a director, consultant, adviser, contractor, principal, agent, manager, employee, beneficiary, partner, associate, trustee, shareholder, unitholder or financier.

37    Clause 10 of Mr Gibson’s employment contract otherwise relevantly provides as follows:

10 RESTRAINT OF TRADE

…

10.2    During the Restraint Period and in the Restraint Area, you must not Engage In or attempt to Engage In an activity that:

a)    is the same or substantially similar to the Business or any material part of the Business; or

b)    competes with the Business or any material part of the Business;

c)    induce, solicit, canvass, approach or accept an approach from a person who was at any time during the preceding two (2) years a customer of the Group with a view to obtaining their custom in a business that is:

i)    the same or similar to the Business, or any material part of the Business; and

ii)    competes with the Business or any material part of the Business.

d)    do or say anything harmful to the reputation of the Company or the Group or that may lead a person to stop, curtail or alter the terms of its dealings with the Group;

e)    otherwise than to the benefit of the Group, represent itself as being in any way connected with or interested in the Group; or

f)    interfere with the relationship between the Group and its customers, or suppliers.

10.3    During the Restraint Period, you must not:

a)    interfere with the relationship between the Group and its employees.

b)    encourage, facilitate, solicit or otherwise induce or help to induce an employee of the Group to leave their employment; or

c)    encourage, facilitate, solicit or otherwise induce an employee of the Group to enter into employment or other association with any other party; or

d)    encourage, facilitate, solicit, approach, accept or enter into any employment or other association with any customer, client or supplier of the Company or the Group.

10.4    Separate undertakings

a)    Each covenant in clauses 10.2 and 10.3 and each clause in the definition of “Restraint Period” and each clause in the definition of “Restraint Area” is a separate and independent covenant by the Employee.

b)    Each covenant may be combined and each combination is a separate covenant and restriction, although they are cumulative in effect.

c)    For the avoidance of any doubt, if any of the separate and independent covenants or restrictions set out in this clause 10 is or becomes invalid or unenforceable for any reason:

i)    where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature, it must be read down to the minimum extent necessary to achieve that result;

ii)    in any other case the offending provision must be severed from these terms, in which event the remaining provisions of these terms operate as if the severed provision had not been included; and

iii)    without limiting the above, if the covenant or restriction in question would be valid or enforceable if any activity was deleted or the area or time was reduced, then that provision must be read down by deleting that activity, or reducing that period or area, to the minimum extent necessary to achieve that result.

10.5    You will not make or, create cause to be made, any adverse comment about the Company for the Restricted Period, except such comment as you may be required by law to make.

10.6    You indemnify the Company for any loss, costs, damage, liability or expense (including reasonable legal fees) which the Company may incur or suffer as a result of any breach by you under any provisions of this clause.

10.7    Acknowledgments

a)    You acknowledge that:

i)    each of the restrictions imposed by this clause 10 is reasonable having regards to the interests of each party, and necessary to protect the legitimate interests and goodwill of the Business;

ii)    extends no further, in any respect, than is reasonably necessary for the maintenance and protection of the interests and goodwill of the Business;

iii)    damages are not an adequate remedy for breach of clause 10; and

iv)    the Company may apply for injunctive relief if:

1)    you breach or threaten to breach this clause 10; or

2)    the Company believes you are likely to breach clause 10.

38    Mr Gibson gave notice of his resignation from Yura Yarta on 8 December 2025. Both Mr Goodes and Mr Gibson deny that they coordinated the timing of their resignations.

39    Mr Gibson signed a contract of employment with RAW Personnel on 7 January 2026. He is currently employed as the Executive General Manager and is based in Western Australia.

40    The applicants contend that Mr Gibson has acted in breach of the restraints imposed by cl 10 of his contract of employment, as well as acting in breach of his duties as a director of Yura Yarta under ss 181, 182 and 183 of the Corporations Act, and in breach of the common law fiduciary duties owed by him as a director of Yura Yarta.

Ms Morrison

41    Ms Morrison is the fourth respondent in the proceedings. She was employed by Yura Yarta from 11 November 2024 to 2 January 2026. Her position at Yura Yarta was originally Administration Assistant and then, from May 2025, had the position title Business Administrator. In her role at Yura Yarta, Ms Morrison reported to Mr Goodes and Mr Gibson. She assisted them with general administrative work such as filing documents electronically, supporting the recruitment and onboarding of staff and processing invoices.

42    Ms Morrison is currently employed as the Recruitment Coordinator for RAW Personnel, having commenced in that position on 12 January 2026.

43    On 11 November 2024, Ms Morrison signed a contract of employment with Yura Yarta. Mr Goodes signed this contact as an authorised person on behalf of Yura Yarta. The contract was in terms that are relevantly very similar to the terms of Mr Gibson’s employment contract. In particular, Ms Morrison’s employment contract included cl 10, entitled “Restraint of trade”, which was in similar terms to cl 10 of Mr Gibson’s employment contract, set out at [37] above. One notable difference is that the “Restraint Period” is defined so as to identify seven cascading periods ranging from five years down to three months from the cessation of Ms Morrison’s employment with Yura Yarta.

44    The applicants contend that Ms Morrison has acted in breach of the restraints imposed by cl 10 of her contract of employment.

Relevant principles relating to the grant of interlocutory injunctive relief

45    The principles governing the grant of interlocutory injunctive relief are well known and are as stated by the High Court in Australian Broadcasting Corporation v O’Neill (2006) 227 CLR 57; [2006] HCA 46 (O’Neill), affirming Beecham Group Ltd v Bristol Laboratories Pty Ltd (1968) 118 CLR 618. The principles require the Court to consider three questions – whether there is a serious question to be tried, whether the balance of convenience favours the grant of interlocutory relief and whether there are any discretionary factors which tend against the granting of relief. The question of whether damages would be an adequate remedy is usually considered as an aspect of the balance of convenience.

46    The principles were recently summarised by Wheelahan J in Avant Group Pty Ltd v Kiddle (2023) 325 IR 292; [2023] FCA 685 at 299 [15], as follows:

The questions in this application are therefore whether the plaintiff has established a sufficiently strong arguable case for final injunctions to justify the grant of interlocutory relief, having regard to the balance of convenience, and whether in the exercise of its discretion the Court should make orders in the terms sought. That involves considering both the strength of the claims and the defences and, in simple terms, to decide what is best to be done: see, Hubbard v Vosper [1972] QB 84 at 96 (Lord Denning MR), cited in Caterpillar Tractor Co v Caterpillar Loader Hire (Holdings) Pty Limited (1981) 56 FLR 175 (Evatt, Fisher and Ellicott JJ), and Heydon, Leeming and Turner, Meagher, Gummow and Lehane’s Equity Doctrine and Remedies (5th edition) at [21-345]. There is the risk that the Court might be wrong, in the sense that in granting or refusing an application for interlocutory relief, the Court’s appraisal of the strength of the case of one party or the other might be shown to be incorrect following a full examination of all the facts and circumstances at trial. But this risk does not excuse the Court from doing its best on the material before it to afford the parties justice in accordance with the established principles referred to in O’Neill. This risk directs attention to identifying the course that would carry the lower risk of injustice.

47    The issue of whether there is a serious question to be tried is concerned with whether the applicants have established a reasonable basis for their claim to be entitled to the final relief that they seek in their amended originating application. Whether they have done so depends on their establishing a reasonably arguable case in relation to several issues which are disputed by the respondents. In the reasons that follow, I may (somewhat imprecisely) refer to the question of whether there is a “serious question to be tried” in relation to particular issues, but in doing so I have not overlooked that the ultimate question is whether the applicants have established a prima facie case or serious question to be tried in relation to the grant of final relief, as it is in aid of the final relief, and for the protection of the utility of that final relief, that interlocutory injunctive relief would be granted.

Serious question to be tried

Alleged breach of directors’ duties

48    Although Mr Young’s own state of mind should not itself be given weight as evidence, the basis on which the applicants allege that it is to be inferred that Mr Jones, Mr Goodes and Mr Gibson contravened the duties in ss 181, 182 and 183 of the Corporations Act appears from the following paragraphs of Mr Young’s affidavit:

55.    By reference to:

55.1.    the coordinated resignations of Mr Jones, Mr Goodes and Mr Gibson as directors and in the case of Mr Goodes and Mr Gibson, as senior employees of Yura Yarta on 5 December and 8 December 2025;

55.2.    the statements made by Mr Gibson in his LinkedIn post referring to the “expansion” of RAW Personnel and a “journey” with Mr Jones, Mr Goodes and RAW Group shortly after their resignations; and

55.3.    the substantial overlap between the business of Yura Yarta and the services provided by RAW Personnel, as described in Raw Group and Mr Gibson’s LinkedIn posts;

I infer that Mr Jones, Mr Goodes and Mr Gibson conspired to advance the expansion of RAW Personnel at a time they were directors of Yura Yarta, and in circumstances where such expansion was capable of being achieved only to the detriment of Yura Yarta.

56.    In those circumstances, any action taken by Mr Jones, Mr Goodes or Mr Gibson to further the interests of RAW Personnel, particularly by leveraging confidential information or trusted employee relationships developed through Yura Yarta, placed each of them in conflict with the duties they owed as directors.

49    The LinkedIn post to which Mr Young refers in [55.2] of his affidavit is a post made by Mr Gibson, in his new position as Executive General Manager of RAW Personnel.

50    At the interlocutory hearing, the applicants conceded that the resignation of each of Mr Jones, Mr Goodes and Mr Gibson as directors could not itself amount to a breach of their obligations as directors. They also conceded that the duties in ss 181 and 182 of the Corporations Act (in contrast to the duty in s 183) ceased to apply upon their respective resignations as directors.

51    Critical to the applicants’ case of breach of directors’ duties (at least as advanced for present purposes) is their contention that Mr Jones, Mr Goodes and Mr Gibson took steps to conspire to advance the interests of RAW Personnel at a time when each of them was still a director of Yura Yarta. There is no direct evidence of any communication between the three men prior to their resignations regarding working for RAW Personnel or advancing the interests of RAW Personnel to the detriment of Yura Yarta. The applicants’ case depends on drawing an inference from the combination of circumstances identified in Mr Young’s affidavit. The applicants are unable to particularise any actual alleged conduct engaged in by any of Mr Jones, Mr Goodes and Mr Gibson which amounts to a breach of ss 181 or 182 of the Corporations Act.

52    The proposition that RAW Personnel’s expansion could be achieved only to the detriment of Yura Yarta depends heavily on the proposition that the two companies are competitors which carry on businesses of a similar kind. It is not apparent that the mere fact of the unavailability of Mr Goodes’s and Mr Gibson’s own skills and labour as directors and employees of Yura Yarta, while undoubtedly detrimental to Yura Yarta, can be regarded as a relevant detriment, because it flows immediately from their resignations, and the applicants accept that they were entitled to resign as directors of Yura Yarta. For reasons given at [72]-[78] below, I accept that there is a serious question to be tried as to whether Yura Yarta carries on a business that is similar to the business of, and competes with, RAW Personnel.

53    I am prepared to accept that there is a serious question to be tried in relation to whether Mr Jones, Mr Goodes and/or Mr Gibson conspired to advance the interests of RAW Group before their resignations and engaged in conduct in contravention of ss 181 or 182 of the Corporations Act. That inference is potentially open on the evidence, although it seems to me that the inference is not necessarily a strong one, and indeed borders on speculative.

54    The apparent strength of the applicants’ prima facie case is a matter that may be taken into account in the consideration of the balance of convenience: Sigma Pharmaceuticals (Aust) Pty Ltd v Wyeth (2009) 81 IPR 339; [2009] FCA 595 at 342 [15], citing Tidy Tea Ltd v Unilever Australia Ltd (1995) 32 IPR 405 at 416; Interpharma Pty Ltd v Commissioner of Patents (2008) 79 IPR 261; [2008] FCA 1498 at 266 [16]. I shall proceed on the basis that, while there is a serious question to be tried, the applicants’ case on this issue is (on the material currently before the Court and the arguments advanced at the interlocutory hearing) apparently weak, and this will bear on the assessment of the balance of convenience.

The continuing operation of the Shareholders Agreement

55    The respondents submit that the applicants have failed to establish a serious question to be tried insofar as their case relies on the terms of the Shareholders Agreement (including, in particular, the restraint of trade in cl 28 which, if enforceable, applied to Mr Goodes). That is because the respondents contend that the Shareholders Agreement is no longer in force, having been terminated by operation of cl 4.2 of the Shareholders Agreement. I accept this submission.

56    Clause 4.2 of the Shareholders Agreement states:

4.2 Termination for all parties

This Agreement terminates automatically:

(a)    if all the parties agree in writing;

(b)    if the Company is wound up by Court order; or

(c)    if the Company ceases to be ceases [sic] to qualify as an indigenous enterprise or to be registered on Supply Nation as a registered or certified supplier; or

(d)    if one person is registered as the holder of all of the Shares.

57    The evidence adduced by the applicants indicates that, by virtue of the resignations of Mr Jones, Mr Goodes and Mr Gibson as directors, Yura Yarta no longer meets the requirements for certification by Supply Nation. Supply Nation is a not-for-profit entity which provides a directory of accredited Australian Indigenous businesses. According to Mr Young, in order to maintain certification as an Indigenous Enterprise, Yura Yarta must be more than 50 per cent Indigenous owned and the majority of the board of directors must also be of Indigenous descent.

58    In his first affidavit, Mr Young deposes that, as a consequence of the resignations and conduct of Mr Jones, Mr Goodes and Mr Gibson:

… Yura Yarta was unable to meet required timeframes and/or requirements relevant to its Supply Nation certification. Yura Yarta subsequently lost that Supply Nation certification.

59    Later in the same affidavit, Mr Young states that, by 20 January 2026, “Yura Yarta had already lost its Supply Nation certification as a result of the actions of Mr Jones, Mr Goodes and Mr Gibson”. In his second affidavit, Mr Young states:

… Yura Yarta previously held Supply Nation certification. I was informed by an email from Supply Nation dated 20 January 2026 that Supply Nation certification is dependent upon a supplier being able to demonstrate Indigenous ownership, management and control. I was further informed by email that, because three Indigenous directors had resigned, Supply Nation considered that Yura Yarta could no longer demonstrate Indigenous control. Supply Nation stated that, for that reason, Yura Yarta’s certification would be moved to “under review” until Indigenous control could again be demonstrated.

Supply Nation further stated that, while Yura Yarta remains under review, its certification is no longer valid, Yura Yarta’s business will not be visible on the Indigenous Business Direct database, and Yura Yarta was requested to remove all Supply Nation branding and logos from its website and other associated branding. I am also informed that Yura Yarta will need to arrange an interview with Supply Nation so that Supply Nation can re-confirm Indigenous ownership, management and control.

60    Mr Young states that Yura Yarta has subsequently appointed alternative Indigenous directors. He also asserts that a failure of Raw Group and Mr Gibson to transfer their shares to new Indigenous owners upon request has materially contributed to Yura Yarta’s inability to obtain Supply Nation re-certification, but that is not relevant to the question of whether the Shareholders Agreement was terminated at a point in the past and is not directly relevant to any of the interlocutory relief sought by the applicants.

61    The applicants accept that the resignations of Mr Jones, Mr Goodes and Mr Gibson as directors of Yura Yarta were effective, and that the immediate consequence of those resignations was that the board of Yura Yarta ceased to have a majority of members who were persons of Indigenous descent.

62    The applicants advance two answers to the contention that cl 28 of the Shareholders Agreement is no longer operative and so cannot provide the basis for any ongoing injunctive relief. First, they contend that there is a serious issue to be tried as to whether the terms of cl 28 have the effect that the operation of that clause survives the termination of the Shareholders Agreement. Secondly, they contend that there is a serious issue to be tried as to whether the condition in cl 4.2(c) (that Yura Yarta “cease[d] … to be registered on Supply Nation as a registered or certified supplier”) is satisfied as a matter of fact. Based on the evidence currently before the Court and the arguments advanced by the applicants at the interlocutory hearing, I do not accept that the applicants have demonstrated that they have a prima facie case on either of these issues.

63    The relevant part of cl 28 appears at the very end of cl 28.4, the principal functions of which are to exclude RAW Group from the restraints contained in cl 28 and to ensure that cl 28 does not restrict Indigenous shareholders from undertaking certain activities. Notably, cl 28.4(b)(iv) provides that cl 28 does not restrict certain activities “where the Shareholder is an Indigenous Shareholder and ceases to hold any Shares 5 or more years after becoming a party to this Agreement”. The relevant part of cl 28.4 then states:

For the avoidance of doubt, this clause 28 will apply in full to an Indigenous Shareholder (other than Raw Group or the Raw Group Trustee) if that Indigenous Shareholder ceases to hold any Shares within 5 years after becoming a party to this Agreement.

64    This part of cl 28.4 is concerned with the continuing operation of the obligations in cl 28 in the event that the Shareholders Agreement is terminated under cl 4.2. There is nothing in the terms of the clause that suggests that it is intended to extend the operation of cl 28 beyond the termination of the Shareholders Agreement. It is directed to the continuation of the obligations in cl 28 in the event of a different contingency (an Indigenous Shareholder ceasing to hold shares within five years after becoming a party to the Shareholders Agreement), and is naturally read as depending on the Shareholders Agreement continuing to be in effect. In my view, this conclusion is also supported by the use of the introductory words “For the avoidance of doubt”, the fact that it appears in cl 28.4, and the fact that it evidently corresponds to cl 28.4(b)(iv). I do not consider that the contractual construction issue raised by the applicants is sufficiently arguable to found a serious question to be tried.

65    As to the second issue, there is also no evidential support for the applicants’ contention that there is, or may be, a distinction between continuing certification by Supply Nation and being “registered on Supply Nation”. In any event, the expression used in cl 4.2(c) is “ceases … to be registered on Supply Nation as a registered or certified supplier”. The evidence establishes that the certification of Yura Yarta was “lost” and was “no longer valid”, and that Yura Yarta no longer appears on the public register maintained by Supply Nation. In the face of evidence (adduced by the applicants themselves) that demonstrates that the condition in cl 4.2 of the Shareholders Agreement is met, the applicants have not established a realistic argument that the Shareholders Agreement has not terminated.

66    It follows that, insofar as the applicants’ case is based on the continuing operation of the Shareholders Agreement, it cannot justify the grant of interlocutory injunctive relief.

Validity of the restraint clauses in the employment contracts of Mr Goodes, Mr Gibson and Ms Morrison

67    The principles relating to restraint of trade clauses and their enforceability were summarised by the Victorian Court of Appeal in Just Group Ltd v Peck (2016) 344 ALR 162; [2016] VSCA 334 (Just Group) at 173-4 [30]-[35], as follows:

A term in a contract, which is a restraint of trade (‘a restraint clause’), is presumed to be void as contrary to public policy.

The presumption may be rebutted if there are special circumstances that demonstrate the covenant to be:

(a)    reasonable as between the parties; and

(b)    not unreasonable in the public interest.

The test of reasonableness varies depending on “the situation the parties occupy and so recognising different considerations which affect employer and employee and independent traders or business men, particularly vendor and purchaser of the goodwill of a business”. A court takes a “stricter view” of restraint clauses in employment contracts; and will more readily uphold a restraint clause in favour of a purchaser of the goodwill of a business than a restraint clause in favour of an employer. In particular, a purchaser of a business is entitled to protect itself from competition by the vendor; but an employer is not entitled to protect itself from competition per se by an employee.

A restraint clause in favour of an employer will be reasonable as between the parties, if at the date of a contract:

(a)    the restraint clause is imposed to protect a legitimate interest of the employer; and

(b)    the restraint clause does no more than is reasonably necessary to protect that legitimate interest in its:

(i)    duration; or

(ii)    extent.

It is well established that employers do have a legitimate interest in protecting:

(a)    confidential information and trade secrets; and

(b)    the employer’s customer connections.

For the legitimate purpose of protecting the employer’s confidential information, a restraint clause does not need to be limited to a covenant against disclosing confidential information. It may restrain the employee from being involved with a competitive business that could use the confidential information.

(Footnotes omitted.)

68    As the respondents point out, there are a number of serious difficulties with the drafting of the restraint clauses in each of the employment contracts. The respondents contend that the restraints are unreasonable and wholly unenforceable. I accept that the respondents made several powerful points and appear to have strong arguments that may support a conclusion at trial that the restraint clauses are unenforceable.

69    It seems extremely improbable that the restraints, taken at their highest intended operation, would be enforced. However, the evidence adduced by the applicants indicates that Mr Goodes and Mr Gibson at least arguably held key roles within Yura Yarta. In those circumstances, it is at least reasonably arguable that some restraint on their becoming directors or employees of a competing business was reasonable and could therefore be valid.

70    The restraint clauses are drafted in a cascading way so that they may have effect even if the restraints they would impose, if given their fullest operation according to their terms, would be invalid. The respondents argue that the restraints are wholly invalid, including because the way they are drafted results in each covenant “overreaching” and does not lend itself to the severance of discrete unenforceable covenants, and because the restraint clauses do not amount to a genuine attempt to establish reasonable protection for the legitimate interests of the employer: see Just Group at 177-8 [39], 182-3 [53], 184 [57(b)].

71    While there appears to be significant force in the respondents’ submissions, I am prepared to proceed on the basis that there is a serious question to be tried in relation to the partial validity and enforceability of the restraint clauses in the respective employment contracts of Mr Goodes, Mr Gibson and Ms Morrison. However, I proceed on the basis that the applicants have not established that there is a serious prospect that the broadest of the restraints would be enforceable, and that the applicants’ case for the enforcement of the cascading contractual restraints appears relatively weak.

Issue as to whether RAW Personnel is a competitor or operates a substantially similar business to Yura Yarta

72    I accept that there is a serious issue to be tried as to whether RAW Personnel is a competitor of Yura Yarta or carries on a business that is “the same or substantially similar to” the business of Yura Yarta. There are a number of circumstances that indicate that the applicants’ position that that is the case is at least reasonably arguable.

73    First, it is at least reasonably arguable that, in the context of a labour hire business, competition between businesses may be not just for customers to whom labour is to be supplied, but for potential employees whose labour might be supplied. It is arguable that references to competitors should, in context, be understood as competing for potential employees. That is particularly so in circumstances where (at least on the applicants’ case) a focus of both Yura Yarta’s business and RAW Group’s business is the placement of Indigenous employees, and the industries in which they seek to place those employees overlap. It is reasonably arguable that the protection of staff connection is amenable to protection, although I also accept that the respondents have raised a serious issue to be tried regarding the extent to which Yura Yarta can legitimately contractually protect that interest where, as it appears may be the case, its labour hire employees are casual employees: see Cactus Imaging Pty Ltd v Peters (2006) 71 NSWLR 9; [2006] NSWSC 717 at 26-7 [55]-[56].

74    Secondly, the applicants point to cl 28 of the Shareholders Agreement. Clause 28 was expressed not to apply to RAW Group, despite its being a shareholder in Yura Yarta. Mr Young states that RAW Group was expressly carved out of the restraint regime provided for in the Shareholders Agreement because, at the time when the Shareholders Agreement was entered into, it was “known and accepted that RAW Group was already operating its own labour hire business” and that, “[a]bsent an express exclusion, RAW Group’s ongoing business activities would have placed it in immediate and ongoing breach of the restraint provisions from day one”.

75    The express exclusion of RAW Group from the operation of cl 28 of the Shareholders Agreement is consistent with a recognition that, as in July 2023, RAW Group was already carrying on a business that was similar to the business of Yura Yarta, such that, but for the express exclusion the terms of cl 28 would have prevented RAW Group from operating its existing business. While there might have been other reasons to exclude RAW Group from the operation of cl 28, the inference for which the applicants contend, supported by the affidavit evidence of Mr Young, is reasonably open.

76    Thirdly, it may be noted that the “Business” of Yura Yarta was described in the Shareholders Agreement as “the business of providing of labour services to the mining, oil & gas and defence industry in Australia by a workforce that preferentially employs persons of Indigenous Descent”. This suggests that the business of RAW Group is of a substantially similar kind to the business of Yura Yarta. Although Mr Jones states that he did not believe Yura Yarta was a competitor of RAW Personnel, I consider this an issue for trial.

77    Fourthly, although the evidence supports the view that most of the customers of Yura Yarta (to whom it supplies labour) are subsidiaries of Tasmea, there is evidence (which I recognise may be disputed at trial) that Yura Yarta has at least some customers who are not subsidiaries of Tasmea. There is also evidence from both the applicants and the respondents that some identified customers of RAW Personnel are also existing clients of the Tasmea Group. Further, there is some evidence that, before the resignations of Mr Goodes, Mr Gibson and Ms Morrison, Yura Yarta had begun to explore the possibility of expansion of its business into supplying labour to other customers outside the Tasmea Group. It is that business opportunity which the applicants claim Mr Goodes, Mr Gibson and Ms Morrison are now effectively pursuing through activities undertaken in their employment with RAW Personnel.

78    Although these claims are disputed, I am prepared to proceed on the basis that the applicants have established a serious question to be tried in relation to the question of whether RAW Personnel competes with or carries on a substantially similar business to Yura Yarta for the purposes of the relevant restraint clauses, and insofar as that issue is relevant to the alleged contraventions of the obligations of Mr Goodes, Mr Gibson under ss 181 and 182 of the Corporations Act.

Restraining the use of “confidential information”

79    Section 183(1) of the Corporations Act provides that a person who obtains information because they are, or have been, a director or other officer or employee of a corporation must not improperly use the information to gain an advantage for themselves or someone else, or to cause detriment to the corporation. The obligation imposed by s 183(1) continues to apply after the resignation of a person as a director, officer or employee. The employment contracts of Mr Goodes, Mr Gibson and Ms Morrison also contained express contractual terms requiring each of them to keep certain information confidential. There is thus no question that each of Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison is subject to continuing legal obligations not to use confidential information of the applicants, which they obtained because they were a director and/or employee of Yura Yarta.

80    The question of whether the applicants have established that there is a serious question to be tried that would support the making of the fourth order sought depends on whether they have established a sufficiently arguable basis to consider that they may be entitled to final injunctive relief restraining Mr Jones, Mr Goodes, Mr Gibson and/or Ms Morrison from using confidential information.

81    The respondents rely upon the following passage from the judgment of Gummow J in Corrs Pavey Whiting & Byrne v Collector of Customs (Vic) (1987) 14 FCR 434 (CPWB) at 443:

… It is now settled that in order to make out a case for protection in equity of allegedly confidential information, a plaintiff must satisfy certain criteria. The plaintiff: (i) must be able to identify with specificity, and not merely in global terms, that which is said to be the information in question; and must also be able to show that (ii) the information has the necessary quality of confidentiality (and is not, for example, common or public knowledge); (iii) the information was received by the defendant in such circumstances as to import an obligation of confidence; and (iv) there is actual or threatened misuse of that information … .

(Citations omitted.)

82    Justice Gummow in this passage was referring to “confidence protected by equity”, and his Honour distinguished this from “confidence protected by contract”. The duty not to “improperly” use information which is imposed by s 183(1) of the Corporations Act requires the identification of a basis on which the use of the information by the erstwhile director, officer or employee is “improper”. The “information” for the purpose of s 183(1) need not be “confidential” information: CellOS Software Ltd v Huber [2018] FCA 2069 at [814]; Verix Pty Ltd v Williams [2021] FCA 748 at [58]. However, the requirement that the information be used “improperly” will often be established on the basis that the information is confidential: see, eg, Windbox Pty Ltd v Daguragu Aboriginal Land Trust (No 3) [2020] NTSC 21 at [403].

83    A final injunction to restrain a potential future contravention of s 183 of the Corporations Act would not ordinarily be granted unless the applicants were able to establish (at least) the first and fourth requirements identified by Gummow J in CPWB – identifying the confidential information with specificity and not merely in global terms, and establishing that there is actual or threatened misuse of that information.

84    The applicants have not established (to the level of a serious question to be tried) that they could obtain final injunctive relief against the respondents because the terms of the injunctive relief they seek does not satisfy either of those two requirements.

85    First, the fourth order sought does not identify particular information, or sufficiently particular classes of information, to which it would apply. An injunction restraining the use of confidential information generally should not be made unless the information is identified with a reasonable degree of specificity. It would not be appropriate to make an interlocutory injunction which, in effect, does no more than replicate, in an order of the Court, the legal obligations which already apply to Mr Jones, Mr Goodes, Mr Gibson and/or Ms Morrison, and which each of them is aware of and acknowledges.

86    Moreover, the definition of “confidential information” for the purposes of the fourth order sought is very broad and would appear capable of including much information which may not have been confidential to Yura Yarta, and the disclosure of which may well not be “improper” (for example, the terms of contractual arrangements to which RAW Group, Mr Goodes, Mr Gibson and Ms Morrison are themselves parties).

87    Secondly, I accept the respondents’ submission that the applicants have not established a serious question to be tried as to any actual misuse of confidential information by Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison, or any threatened misuse (in the sense of a misuse of information that is likely, or that the evidence suggests is a real risk).

88    The applicants frankly conceded that “one of the difficulties for [the applicants] in these circumstances is a lack of ability to necessarily know whether or not confidential information has been retained or used” and that they “are not in a position to identify what material has been retained, copied, forwarded, accessed or used”. It is in fact the respondents who have adduced evidence as to categories of information relating to Yura Yarta which they have in their possession. The applicants rely on that evidence as showing that:

(a)    Mr Jones retains all emails he received as a part of his role as a director and shareholder of Yura Yarta through his RAW Group email account;

(b)    Ms Morrison has retained and maintained access to confidential information using her brother as an internal contact with Yura Yarta;

(c)    Mr Gibson has retained a copy of a “handover” list he was allegedly required to compile by his manager, Jason Pryde, which included all direct contact details and assessments of all staff he managed in the Western Australian team;

(d)    Mr Gibson was still able to access his Yura Yarta email address as of 30 March 2026;

(e)    Mr Goodes acknowledges that he emailed himself some documents prior to leaving Yura Yarta;

(f)    Mr Goodes has multiple family members who work for Yura Yarta, with whom he retains contact; and

(g)    Mr Goodes used his personal mobile phone for work purposes and has retained contact details of Yura Yarta employees, some of whom have attempted to contact him since his resignation.

89    As to the emails referred to in [88(a)] above, Mr Jones explains in his affidavit evidence:

Throughout my time as director of Yura Yarta, I did not have a Yura Yarta email address, rather, I used my RAW email address for all relevant company communications. As such, I have access to information pertaining to Yura Yarta through my RAW email account. I have preserved those emails and have otherwise not misused any of the information contained within those emails.

I was not provided with a Yura Yarta phone or laptop.

I otherwise do not have in my possession any other confidential information pertaining to Yura Yarta.

90    As to [88(b)] above, Ms Morrison’s own affidavit is the source of the evidence underlying that allegation. Ms Morrison deposes to the fact that she sent a list of employees’ email addresses to Mr Goodes and Mr Gibson in December 2024 (when all three were employed by Yura Yarta) to facilitate Mr Goodes and/or Mr Gibson sending an end-of-year email to all employees. In order to enable her to annex a copy of that email to her affidavit, Ms Morrison asked her brother (who remains an employee of Yura Yarta) to send her a copy of the December 2024 email, which was sent by Mr Goodes to all employees with the subject line “Thank you all!!”. Ms Morrison requested the email from her brother because she can no longer access her Yura Yarta email account. In annexing a copy of that email to her affidavit, Ms Morrison did not retain or use information obtained by her in her employment, and did not act improperly. Rather, she separately obtained information from her brother because she had not retained it herself.

91    As to [88(c)] above, Mr Gibson’s own affidavit is the source of the evidence underlying the allegation. In answer to an allegation made by Mr Young that he did not take steps to ensure a smooth handover, he explains that he discussed the handover with Mr Pryde and that, at Mr Pryde’s request, he had compiled a contact list of all the Western Australian Yura Yarta employees whom he worked with and drill hire clients whom he dealt with. Mr Gibson states he “found a printed copy of the list at his house in March 2026, when [he] was in the process of preparing [his] affidavit”, and that he “had not realised he had a copy of the list until then”. Mr Gibson had used the list to call the employees to inform them he was leaving Yura Yarta, at a time when he was still employed by Yura Yarta and was working from home. There is no evidence that he used, let alone misused, this information after his employment ceased.

92    As to [88(d)] above, the source of this allegation is Mr Gibson’s own affidavit evidence that, in the course of preparing his affidavit, he became aware on 30 March 2026 that he was still able to access his emails on his mobile phone. He explains that, after his last day at Yura Yarta, he had assumed that his email access would be removed and had no reason to open that account on his phone. When he discovered that he still had access, he was concerned that if he did anything to remove access, that might contravene undertakings he had given regarding the preservation of documents. He deposes that he has not opened the relevant email application on his mobile phone, or accessed the emails. There is no evidence that Mr Gibosn has used, or misused, any confidential information.

93    Additionally, in Mr Gibson’s affidavit he states that, on 6 January 2026, at the conclusion of his employment with Yura Yarta, he cut up his work credit card and emailed a photograph of the card to the Chief Financial Officer of Tasmea. He emailed screenshots of the email chain to himself so that he would have a copy “in case there was any issue later about what had happened to the card”. This does not suggest any use or misuse of confidential information.

94    As to [88(f)] above, the fact that Mr Goodes has family members who work for Yura Yarta does not suggest access to or misuse of information obtained by Mr Goodes as a director or employee of Yura Yarta.

95    As to [88(g)] above, Mr Goodes’s evidence on the topic of contact with other Yura Yarta employees is as follows:

I did not have a work mobile phone while I worked for Yura Yarta. I used my personal phone for work purposes. I therefore have phone numbers saved for some Yura Yarta employees (who were employees at least when I left Yura Yarta) because I used my personal phone for work purposes. I have not called any of those people since I finished with Yura Yarta. I have received phone calls from some Yura Yarta employees, which I have chosen not to answer, because I am aware of the restraints relating to soliciting employees.

96    In addition to the matters referred to at [88], Mr Young refers to an email sent by Ms Morrison to Mr Goodes and Mr Gibson. Mr Young suggests that this was done “for the purpose of contacting Yura Yarta employees via their personal email addresses to induce them to leave the business”. The email was sent at a time when each of Mr Goodes, Mr Gibson and Ms Morrison was still an employee of Yura Yarta, although each of them had given notice of their respective resignations. The sending of the email is explained on the basis that it was to enable Mr Goodes and Mr Gibson to send an “all employees” end-of-year email, thanking them for their service throughout the year. There is evidence that an end-of-year email was sent, and there is no evidence of any other use, or any misuse, of the email addresses by Mr Goodes or Mr Gibson. Mr Goodes deposes that he has not had any contact with the people on this list, including by email, since his employment with Yura Yarta ended, apart from Mr Gibson, Ms Morrison, and his own family members. Both Mr Goodes and Mr Gibson state that they have not contacted any Yura Yarta employees to try to encourage them to leave Yura Yarta and have no intention of doing so.

97    I accept that the evidence before the Court establishes that some information obtained by Mr Jones, Mr Goodes and Mr Gibson in the course of their acting as directors and/or employees of Yura Yarta remains in their possession or may otherwise be available to them. However, I do not consider that the evidence establishes any threatened or likely misuse of such information that would warrant the making of an interlocutory injunction in the terms of the fourth order sought.

98    On the contrary, Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison have themselves frankly identified instances where they have realised that they have access to information relating to Yura Yarta, to which they have retained or gained access. Each of them has acknowledged that they are aware of, and intend to comply with, their obligations not to use confidential information of the applicants. The applicants’ submission that there is a risk that they may improperly use confidential information appears to me to be speculative, and generally inconsistent with the conduct of Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison to date.

99    Since the employment of Mr Goodes, Mr Gibson and Ms Morrison came to an end, the applicants have had access to the email accounts and electronic devices used by them in connection with their employment with Yura Yarta. Despite having access to those email accounts and devices for some months, the applicants have not identified any evidence which demonstrates either the actual use of confidential information by Mr Goodes, Mr Gibson or Ms Morrison, or conduct by those persons which seriously suggests that any of them are planning to use confidential information of the applicants improperly so as to gain an advantage for themselves or someone else, or to cause detriment to Yura Yarta.

100    For these reasons, I am not satisfied that there is a sufficient evidential basis to conclude that the applicants have established a serious question to be tried in relation to the misuse of confidential information by any of the respondents.

Balance of convenience

101    As I am satisfied that the applicants have established a serious question to be tried in relation to limited aspects of their case, it is necessary to consider the balance of convenience. To assess the balance of convenience, the Court must weigh the prejudice which Yura Yarta is likely to suffer if the interlocutory injunctions were not granted, against the prejudice that the respondents would suffer if the interlocutory injunctions were granted.

102    Because the legal and practical effects of each of the interlocutory injunctions sought is different, the prejudice to the respondents if the interlocutory injunctions were granted may be different. It follows that the balance of convenience may potentially be assessed differently in relation to each of the orders sought by the applicants, and it is necessary to give separate consideration to each.

First order sought

103    The applicants submit that the balance of convenience favours granting the first order sought, for a combination of several reasons.

104    First, the applicants submit that if the interlocutory relief is refused and the applicants ultimately succeed at trial, it will be difficult, if not impossible, to demonstrate after the event that Yura Yarta or Tasmea lost employees, clients, customers or commercial opportunities as a result of the involvement of Mr Jones, Mr Goodes, Mr Gibson or Ms Morrison in the activities of RAW Personnel. The applicants submit that damages would not be an adequate remedy if they are successful at trial.

105    I accept that it may be difficult for the applicants to prove the quantity of any loss to them that is causally related to conduct of Mr Goodes, Mr Gibson and Ms Morrison that might ultimately be found to be in contravention of obligations owed by them – particularly as regards conduct engaged in on behalf of RAW Personnel. However, Yura Yarta has a history of trading that suggests that a comparison of past and projected profits against actual profits is likely to be possible. Moreover, it may well be possible to identify particular activities (such as the carrying on of business in a particular region or the supply of labour to particular customers) that would not have occurred but for the activity of Mr Jones, Mr Goodes, Mr Gibson and/or Ms Morrison. So, while the potential difficulty in quantifying loss is relevant, it is not an overwhelming consideration in favour of granting the first order sought. On the other side of the ledger, the quantification of loss to RAW Personnel (in the form of lost opportunities to earn profits) in the event that the first order sought were granted and the applicants were not successful in obtaining final relief to that effect at trial would likely raise similar difficulties as to quantification. These considerations generally tend to balance out, though I accept they weigh in favour of granting interlocutory relief.

106    The applicants also submit:

The most immediate and irreparable harm suffered by Yura Yarta is the loss of its ability to hold itself out as a Supply Nation certified Indigenous enterprise. Supply Nation certification requires that a majority of the board of directors of the certified entity consist of persons of Indigenous descent. The coordinated resignations of Jones, Goodes and Gibson without prior notice before Christmas, all persons of Indigenous descent, left Yura Yarta’s Board without an Indigenous majority, directly and immediately affecting its Supply Nation certification status. Supply Nation certification is not merely a commercial advantage, it is the gateway to Indigenous procurement contracts that are available exclusively to certified Indigenous businesses. The loss of that certification, or its suspension, cannot be compensated by an award of damages after trial because the goodwill damage to Yura Yarta’s standing in the business community cannot be quantified or restored.

(Footnotes omitted.)

107    I have accepted that there is an arguable issue in relation to the question of whether the resignations of Mr Jones, Mr Goodes and Mr Gibson were co-ordinated. However, it appears to me that, if it was, it was only the fact of their resignations, and not the fact that they were later employed by RAW Personnel, which was capable of affecting Yura Yarta’s Supply Nation certification status. The effect on Supply Nation certification has already occurred and if Mr Jones, Mr Goodes and Mr Gibson are restrained from acting as directors, officers or employees of RAW Personnel, that would not reverse the effect of the resignations on Yura Yarta’s Supply Nation certification status. In other words, there is a disconnect between the terms of the injunction sought and the prejudice identified as the basis for this submission. For these reasons, in assessing the balance of convenience, I do not give weight to the effect on Yura Yarta’s business that flows directly from the resignations of Mr Jones, Mr Goodes or Mr Gibson, as opposed to any likely effect on Yura Yarta’s business of Mr Goodes, Mr Gibson and Ms Morrison working in the positions that they now hold at RAW Personnel.

108    The effect of the resignations of Mr Jones, Mr Goodes and Mr Gibson as directors on Yura Yarta’s Supply Nation certification also has no relevance to assessing the balance of convenience in relation to Ms Morrison, who was an employee but not a director of Yura Yarta.

109    The granting of the first order sought would effectively result in the immediate termination of the employment of each of Mr Goodes, Mr Gibson and Ms Morrison by RAW Personnel. In circumstances where no final determination of the triable issues has been made, and where such a determination may not be reached for a significant period of time, the drastic impact on the individual respondents’ personal autonomy (and, potentially, their capacity to engage in work at all) and the disproportionate impact on the capacity of RAW Personnel to carry on its business weigh heavily against the making of the interlocutory injunction.

110    Finally, there is a real risk that, depending on which of the cascading restraints (if any) are held to be reasonable, the effect of making an interlocutory injunction precluding Mr Goodes, Mr Gibson and Ms Morrison from acting as directors, officers, agents or employees of RAW Personnel, may well be practically equivalent to granting Yura Yarta final relief in circumstances where the issues between the parties are yet to be finally defined and have not been fully ventilated: cf Kolback Securities Ltd v Epoch Mining NL (1987) 8 NSWLR 533 at 536; Cadgroup Australia Pty Ltd v Snowball [2016] NSWSC 22 at [3]; O’Neill at 84 [72].

111    Weighing up all these considerations, I am not satisfied that the balance of convenience favours the making of an interlocutory injunction to the effect of the first order sought by the applicants. For these reasons, I will not grant injunctive relief to that effect.

112    In addition to these matters, I also note that, had I been inclined to grant interlocutory injunctive relief of the kind sought by the applicants in the first order sought, I would have limited it to an order that the first to fourth respondents be restrained from acting as directors, officers, agents or employees of RAW Group or RAW Personnel. I would not have considered it appropriate to extend that restraint to “any other business, insofar as the conduct of the business of [RAW Personnel] or such other business is the same or substantially similar to the business of [Yura Yarta], or competes with [Yura Yarta]”. An injunction in those terms would have been insufficiently certain, and the question of whether such an injunction had been contravened would itself require a trial of many of the same issues that are likely to arise at the final hearing of the present proceedings. This objection to the terms of the first order sought was raised by the respondents at the first case management hearing, but was not addressed.

Second order sought

113    The remaining interlocutory orders sought by the applicants, if made, would not have as substantial a prejudicial effect on the individual respondents as the first order sought. However, I am not satisfied that any of the remaining interlocutory orders sought should be made either.

114    The second interlocutory order sought is that Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison be restrained from approaching, encouraging, facilitating, soliciting or otherwise inducing any employee of Yura Yarta to leave their employment or enter into employment with another party. The second order sought does not identify the employees of Yura Yarta to whom it would apply.

115    The terms of the second order sought are modelled on terms that appear within cll 15.3.2 and 15.3.3 of Mr Goodes’s employment contract, cl 10.3(b) and (c) of Mr Gibson’s employment contract, and cl 10.3(b) and (c) of Ms Morrison’s employment contract. However, the clauses of the employment contracts on which the terms of the third order sought are loosely based are expressed to apply only “During the Restraint Period”.

116    The employees of the applicants relevantly include labour hire employees who are employed by Yura Yarta in order that their labour might be supplied by Yura Yarta to customers external to the Tasmea Group. The evidence before the Court suggests that, at least partly through their former roles as directors and/or employees of Yura Yarta, Mr Jones, Mr Goodes, Mr Gibson and Ms Morrison have built relationships with labour hire employees of Yura Yarta, and that, at least partly because of the positions formerly held by them in Yura Yarta, they have access to information such as names and some contact details of Yura Yarta employees.

117    Each of them could potentially be in a position to exert influence on some of Yura Yarta’s labour hire employees to leave their employment with Yura Yarta and to seek alternative employment, including as a labour hire employee of RAW Personnel. On the applicants’ case (which I have assumed to be arguable for present purposes), the industries to which RAW Personnel and Yura Yarta supply labour involve considerable overlap, and at least some of the labour hire employees’ skills are likely to be transferrable.

118    I have assumed that there is a serious question to be tried as to whether Mr Jones, Mr Goodes and/or Mr Gibson breached their obligations as former directors of Yura Yarta by virtue of conduct engaged in before their resignations as directors. I have likewise assumed that there is a serious question to be tried as to whether Mr Goodes, Mr Gibson and/or Ms Morrison have breached contractual restraints contained in their respective contracts of employment. Given that each of Mr Jones, and now also Mr Goodes, Mr Gibson and Ms Morrison, have an evident interest in advancing the interests of RAW Personnel, it is possible that the use of information obtained by them in their positions as directors and/or employees of Yura Yarta could be used by them for that purpose. Were they to do so, the loss of employees of Yura Yarta is unlikely to be reversible. I accept that these considerations can be regarded as weighing in favour of the grant of the second order sought.

119    However, for the following reasons in combination, the balance of convenience does not favour making injunctions against any of the respondents in the terms of the second order sought.

120    First, in the event that the second order sought is made and the applicants ultimately do not establish that Mr Jones, Mr Goodes, Mr Gibson and/or Ms Morrison have breached any of the relevant obligations, and that the act of approaching, encouraging, facilitating, soliciting or otherwise inducing employees of the applicants to leave that employment also does not constitute a breach of any relevant obligation, then the respondents will have suffered the prejudice of being unable to take those steps, and RAW Personnel will have been unable to earn profits that it might otherwise have earnt as a result, for the period for which the interlocutory order is in force. I accept that any loss caused to RAW Personnel may be difficult to quantify.

121    Secondly, if the contractual restraint clauses are enforceable at all, then it is probable that they will be enforceable against each of Mr Goodes, Mr Gibson and Ms Morrison only for one of the shorter periods of time specified in the various employment contracts. There is therefore a strong likelihood that the period of time that would elapse between the end of the employment of Mr Goodes, Mr Gibson and Ms Morrison and the determination of the proceeding following a contested trial would extend beyond the period (if any) for which any of the restraints are enforceable. The effect is that there is a reasonably high probability that the grant of an interlocutory injunction in the terms of the second order sought would be tantamount to granting final relief – and, potentially, final relief more advantageous to the applicants than they could reasonably be expected to obtain at trial.

122    Thirdly, there is no evidence of any actual attempt by any of Mr Jones, Mr Goodes, Mr Gibson or Ms Morrison to induce any labour hire employee of Yura Yarta to leave their employment. On the contrary, there is affidavit evidence that they have not sought to contact labour hire employees and that they have avoided contact because of an awareness of the apparent constraints.

123    Even if the applicants’ speculative inference that Ms Morrison’s resignation was procured or influenced by Mr Goodes or Mr Gibson in breach of their obligations (which I note is contrary to Ms Morrison’s own evidence on oath, which in turn is supported to some degree by documentary evidence produced by her), Ms Morrison was an operational employee of Yura Yarta and her resignation provides little basis to consider that any actual or threatened conduct to induce labour hire employees to leave their employment with Yura Yarta.

124    Fourthly, on the basis of the evidence and argument before the Court on the application for interlocutory injunctive relief, I assess the applicants’ case that the restraint clauses in the employment contracts are enforceable to be arguable, but only weak.

125    Fifthly, the applicants have already had the benefit, for a period of several weeks, of the undertakings given to the Court by the respondents on an interim basis on 5 March 2026.

126    Sixthly, insofar as the third order sought is sought against Mr Jones, Mr Goodes and Mr Gibson on the basis of an alleged contravention of the obligations imposed on them under ss 181 and 182 of the Corporations Act, those obligations are no longer applicable following the resignation of Mr Jones, Mr Goodes and Mr Gibson as directors of Yura Yarta (as the applicants acknowledge). In those circumstances, the basis for restraining Mr Jones (who is not subject to any separate purported contractual restraint), in particular, is unclear.

127    Seventhly, the precise terms of the contractual restraints which are applicable to each of Mr Goodes, Mr Gibson and Ms Morrison are similar but not identical. The terms of the third order sought do not attempt to differentiate between those three respondents.

128    Finally, the effect of granting the third order sought would effectively be (for Mr Goodes, Mr Gibson and Ms Morrison) to convert the terms of a contractual restraint into an interlocutory injunction, exposing the applicants to punishment for contempt of court if they were to contravene it. That is undesirable in circumstances where no actual or likely contravention of the terms of the restraints (assuming them to be valid) has been demonstrated, and where there are serious doubts about the enforceability of the restraints at all.

129    Some of these considerations might arguably support a conclusion that the applicants have not established a prima facie case for any final relief in aid of which the second order sought might be made, but instead (favourably to the applicants) I have considered them as part of my assessment of the balance of convenience. Weighing up the considerations on both sides, including the prejudice to the applicants if the second order sought is not made, I am not satisfied that the balance of convenience supports the grant of interlocutory relief in the terms of the second order sought, against any of Mr Jones, Mr Goodes, Mr Gibson or Ms Morrison.

Third order sought

130    The third order sought is to the effect that Mr Jones, Mr Goodes, Mr Gibson, and Ms Morrison be restrained from inducing, soliciting, canvassing, approaching or accepting an approach from any person who was, at any time during the preceding two years, a customer or client of Yura Yarta, Tasmea, or the Tasmea Group with whom one or more employees of Yura Yarta were placed.

131    The terms of the order are modelled on terms that appear within cl 15.2.2 of Mr Goodes’s employment contract, cl 10.2(c) of Mr Gibson’s employment contract, and cl 10.2(b) of Ms Morrison’s employment contract. However, the clauses of the employment contracts on which the terms of the third order sought are loosely based are expressed to apply only “During the Restraint Period and in the Restraint Area”.

132    The qualification “with whom one or more employees of Yura Yarta were placed”, which appears in the terms of the third order sought, is not reflected in the terms of the relevant contractual restraints, and it is far from obvious that the restraints could be read down to limit their effect in that way. However, I proceed on the basis that, even if the final relief obtained could not be limited in that way, the conduct that would be restrained if the third order sought were made would fall within the scope of the conduct which the applicants seek to restrain by way of the final relief they seek.

133    For the following reasons in combination, the balance of convenience does not favour making injunctions against any of the respondents in the terms of the third order sought.

134    The first, second, fourth, fifth, sixth, seventh and final considerations identified at [120]-[129] above, against making the second order sought apply, mutatis mutandis, in relation to the third order sought. The following additional considerations are also relevant, and weigh in the balance against making the third order sought.

135    First, if the restraint clauses are enforceable, they are unlikely to be enforceable in relation to the broadest of the “Restraint Areas” defined in the various employment contracts (which extend them to the whole of Australia). The third order sought is not limited in its application to any particular area. The effect is that there is probability that the grant of an injunction in the terms of the third order sought would, in each case, subject Mr Goodes, Mr Gibson and Ms Morrison to a restraint that is geographically broader than any restraint imposed by any enforceable terms in their respective contracts of employment. So, in this additional respect, the interlocutory orders would exceed the relief that the applicants could reasonably expect to obtain following a trial.

136    Secondly, the third order sought does not identify with particularity the customers or clients of Yura Yarta, or Tasmea, or companies in the Tasmea Group, to whom it would apply. It is improbable that the respondents could know with any degree of certainty the extent of the restraint imposed on them if the order were made. The applicants offered to attempt to provide the names of the customers or clients after the making of this order, but that is not an appropriate way to proceed: it is for an applicant for injunctive relief to frame an appropriate order.

137    Thirdly, there is no evidence of any actual attempt by any of Mr Jones, Mr Goodes, Mr Gibson or Ms Morrison to induce, solicit, canvas or approach any customer or client of Yura Yarta, Tasmea or the Tasmea group.

138    Again, some of the matters to which I have had regard may arguably support a conclusion that the applicants have not established a prima facie case for any final relief in aid of which the third order sought might be made, but I have considered them as part of my assessment of the balance of convenience. Weighing up the various considerations, including the prejudice to the applicants if the third order sought is not made, I am not satisfied that the balance of convenience supports the grant of interlocutory relief in the terms of the third order sought, against any of Mr Jones, Mr Goodes, Mr Gibson or Ms Morrison.

Fourth order sought

139    The fourth order sought by the applicants is that each of the respondents be restrained from using, publishing, copying, distributing, permitting access to or in any way dealing with confidential information of the applicants. As explained above, there is insufficient basis in the evidence before the Court to conclude that there is a serious question to be tried in relation to the actual or threatened use of confidential information of the applicants which would support the grant of final injunctive relief restraining the use of such information.

140    In any case, if I were to consider the balance of convenience in relation to the making of the fourth order sought, I would decline to grant interlocutory relief in the terms of that order. That is because, as has already been explained, the applicants’ case in relation to the misuse of information is at best speculative; the fourth order sought does not identify the particular information or particular classes of information to which it would relate; and the fourth order sought would simply effectively convert the respondents’ contractual and statutory obligations into obligations backed by sanctions for contravention of a court order.

Conclusion

141    The application for interlocutory injunctive relief is dismissed. The undertakings that were given by the respondents on an interim basis should be discharged.

Associate:

Dated:    30 April 2026

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