KEY POINTS:
The legal fight between former partners in life and business, Annette Presley and Malcolm Dick, has reached the courtroom.
The dispute centres on award-winning telecommunications venture 2Talk, formed last year by Dick and the other CallPlus directors and shareholders, but excluding Presley, who remains a CallPlus shareholder.
2Talk
offers voice-over internet protocol (VoIP) phone calling which Presley claims is in competition with similar services offered by CallPlus.
"There is no doubt that VoIP is at the very heart of CallPlus' business," said Presley's legal representative Bruce Stewart at the High Court at Auckland yesterday.
Justice Helen Winkelmann heard submissions from both parties on an application by Presley to take legal action on behalf of CallPlus against Dick as the sole shareholder and director of 2Talk for breach of fiduciary duty.
She claims Dick and CallPlus chief executive Martin Wylie put themselves in a position of conflict by starting a firm offering services that CallPlus currently offers, or might offer in the future.
John Billington, representing Dick, said the 2Talk venture was formed to enable software development for the benefit of CallPlus.
He said in the current telecommunications environment, it was essential for phone companies to continue to innovate.
However, Billington said limitations on funding available for investment in new ventures under CallPlus' existing shareholder agreement necessitated the formation of a separate company which would also develop intellectual property for the benefit of CallPlus.
Billington said the failure to create a business focused on software development would also have seen the departure of key CallPlus staff.
He said a newly created share option agreement would give CallPlus an opportunity to take a stake in the company in 18 months' time.
Stewart described the option agreement as a "red herring" and didn't absolve Dick or CallPlus chief executive Martin Wylie of breaching their fiduciary duty in setting up 2Talk.
He said there was nothing to ensure they would act in the best interests of CallPlus when exercising the options.
Stewart said Presley would have agreed to fund the venture if she had been aware of its existence.
"The real catalyst was Mr Dick's adverse, aggressive reaction to the separation," said Stewart.
The 2Talk venture was formed at a time when relations between Dick and Presley had become strained following the break-up of their marriage earlier in the year and her departure as head of the company's residential brand Slingshot.
A decision on whether the case will head to trial will be made by Justice Winkelmann by the end of next week.
Neither Dick or Presley were in court.
