提交的ASIC,无论条款的授权信花旗集团(Citigroup)和人数的关系的本质就像信托关系。(来源:沃克v花旗集团全球市场澳大利亚企业有限公司2005和FCA FCAFC 101)
In the case of Citigroup vs Victorian Supreme Court it can’t be assumed by the clients who enter in a joint venture that from the obligations which they owe to the joint venture, the fiduciary duties can’t be excluded from it.
The above case of Citigroup explains that it must be considered by the clients who enter in joint venture that in these types of ventures if they wish to exclude the application of fiduciary duties or not. As long as the undertaking could be described properly as joint venture, then this could be done, and also in the agreement of joint venture as long as these duties are excluded explicitly.
In the above case, Citigroup was engaged by Toll Holdings to render them with some of the corporate finance services related to a possible takeover of Patrick Corporation. Moreover, it was agreed by Citigroup that they would agree on behalf of Toll. It was in Mandate Letter that the agreement was set out which particularly excluded any kind of fiduciary relationship amongst the involved parties.
The claim in this case was that it was in breach of a conflict of interest that ASIC brought proceedings against Citigroup. It was claimed that by ASIC that Citigroup had engagements amongst:
• Personal interest of Citigroup in buying shares of Patrick at the time when it might gain from a possible bid of takeover; and
• The duty of Loyalty to Toll
It was submitted by ASIC that regardless of the terms of the Mandate Letter the nature of Citigroup and Toll’s relationship was like that of a fiduciary relationship. (Source: Walker v Citigroup Global Markets Australia Pty Ltd  FCA 1866 and  FCAFC 101)
It was held by the Victorian Supreme Court that the application of the fiduciary duties were clearly excluded from the Mandate Letter; the basis of the complete relationship amongst the two parties was the contract and the Mandate Letter determined the terms; a precise contractual term was allowed by the law to exclude fiduciary duties in case the complete relationship is based in the contract. In the case of Bridge Oil, it was said by Justice Kirby that in the eye of law, a legal relationship is established for a joint venture. (Source: Australian Oil & Gas Corporation Ltd v Bridge Oil Ltd (1995) 14 AMPLA Bull 60 NSW Court of Appeal.)