Who was Mr Robinson's employer?
160 Mr Wright's submissions should be accepted on this issue. Brandmet was Mr Robinson's employer, from start to finish.
161 The parties both submitted the Court should take the same approach as that set out in Gothard, in the matter of AFG Pty Limited (Receivers and Managers appointed) (in liq) v Davey [2010] FCA 1163; 80 ACSR 56. The main issue in Gothard was whether the respondents were priority creditors in respect of employment entitlements owed by the company in receivership. At [52]-[64], Edmonds J discussed previous authorities' approach to identifying an employer, where there was more than one possibility about who was the employer. At [54], Edmonds J referred with approval to the summary set out by Finn J in In the matter of C&T Grinter Transport Services Pty Ltd (In Liquidation) & Grinter Transport Pty Ltd (In Liquidation) (Controller Appointed) [2004] FCA 1148. In what Finn J described as "far from a satisfactory proceeding", a liquidator had applied for a determination under s 511 of the Corporations Act as to the employer of three groups of employees.
162 In terms of applicable principles, Finn J said at [20]:
The principles to be applied in the identification of the employer of an employee where there are two or more possible employers, are reasonably well settled. For present purposes I would note the following:
(1) A contract of service cannot be transferred by one employer to another or novated as between them without the employee's consent: Nokes v Doncaster Amalgamated Collieries Ltd [1940] AC 1014; Re Coogi Nominees Pty Ltd (Administrators appointed); McCluskey v Karagiosis (2002) 120 IR 147. Questions of estoppel apart: Smith v Blandford Gee Cementation Co Ltd [1970] 3 All ER 154; the employee's consent must be a real one whether express or implied and is "not to be raised by operation of law": Denham v Midland Employers Mutual Assurance Ltd [1955] 2 QB 437 at 443.
(2) The totality of the circumstances surrounding the relationships of the various parties including conduct subsequent to the creation of an alleged employment relationship is relevant to the assessment to be made: Romero v Auty (2001) 19 AGLC 206 at [10] and [42]-[44].
(3) Documentation created by one or more of the parties describing or evidencing an apparent employment relationship will be relevant to, but not necessarily determinative of, the true character of that relationship: Pitcher v Langford (1991) 23 NSWLR 142; Marrs Fabrics Pty Ltd & Nathan Wholesale Fabrics Pty Ltd v Whipps (1991) 33 AILR 167. In determining the identity of a disputed employer, the Court is entitled to consider "the reality of purported contractual arrangements": Dalgety Farmers Ltd t/a Grazcos v Bruce, NSWCA, 3 August 1995. The documentation may have been brought into existence for other purposes, for example, tax minimisation or the reduction of insurance premiums, without reflecting the reality of the parties['] relationship: ibid; Pitcher v Langford, at 149; Sharrment Pty Ltd v Official Trustee in Bankruptcy (1988) 18 FCR 449 at 454.
(4) Conversations and conduct at the time of the alleged engagement of the employee is of considerable significance: Romero, at [9]. The beliefs of the employees as to the identity of their employer is admissible and is entitled to weight: Pitcher v Langford.
(5) In cases of the engagement of new employees to work in a business in which a number of separate corporate entities participate otherwise than as partners:
"… it was open to those controlling the business to select which company should be the employer provided that the selection was consistent with the financial and administrative organisation of the business and was not otherwise a sham."
See Textile Footwear and Clothing Union of Australia v Bellechic Pty Ltd, FCA, Ryan J, 19 November 1998.
(Original emphasis.)
163 Relevantly, as Finn J emphasised in the way his Honour applied these principles to the evidence before him, the Court must look at the "reality of the purported contractual arrangements". That is phrase used in other cases, such as Pitcher v Langford (1991) 23 NSWLR 142 at 161. That is because, as all these cases explain, the "reality" of the arrangements may need to be considered with an argument that the arrangements as they appear are a "sham". However, Handley JA went on to say in Pitcher:
But independently of the sham principle the courts can consider what the parties to a contract have done, in order to see whether it has been ignored or abandoned.
164 Finn J also refers to the decision of Ryan J in Textile Footwear & Clothing Union of Australia v Bellechic Pty Ltd [1998] FCA 1465, a decision which, with respect, I have found insightful and helpful. Indeed, it is Bellechic which might be said to have the most similar circumstances to the present ones.
165 In my opinion the following factors support the conclusion that Brandmet was Mr Robinson's employer:
(a) The written contract of employment, which contained all the terms and conditions of Mr Robinson's employment, expressly identified Brandmet as the employer. Brandmet was named after express and considered communications about which entity should be identified as the employer.
(b) Mr Robinson sought to rely on other terms of this contract. In other words, he did not contend the contract as a whole was a sham, or wholly ineffective because he was misled, or because any fraud had been committed on him. Rather he sought to enforce several terms of the contract. The other terms had been just as carefully considered and negotiated as the term about the identity of the employer (for example, the absence of a probationary period and the fixed-term nature of the contract).
(c) There was an equality of bargaining power in the entry into this contract. Mr Robinson was an experienced businessman. That is why Mr Wright wished to have him working in his group of companies. Mr Wright was an experienced businessman. Mr Robinson had secure ongoing employment, and was making a conscious choice to leave that employment, for what I find on the evidence he considered to be an attractive opportunity. He negotiated particular terms which were attractive for him, and insisted upon them. He went into this contract with eyes wide open. Perhaps his misstep was to place too much trust in Mr Wright.
(d) The parties, especially Mr Robinson, took legal advice. Mr Robinson was aware of the potential for the corporation employing him to be wound up or placed in liquidation. His correspondence with Mr Milicevic discussed this, and Mr Milicevic expressly warned him of these risks. At no time did Mr Robinson suggest, or instruct his lawyer to suggest, that he should be employed by a different corporation.
(e) Mr Robinson did not communicate or correspond with Mr Wright at the time of the contract in any way which suggested he thought, or intended, that BMF would be his employer, in the sense that he would only be performing work for that corporation. Rather, he well understood he would be performing work for a group of corporate entities controlled by Mr Wright. One was BMF, but there were others. There was Slinky Bob Pty Ltd and W Merchant Pty Ltd, and the businesses operated by those corporations which were not even in the construction industry. As I have described above, it was some of these other corporations, and their respective businesses, that Mr Robinson performed services for right up until the effective end of his working period. BMF Construction was a business, but not a corporate entity.
(f) Mr Robinson was issued with PAYG statements by Brandmet. His payslips recorded Brandmet as the employer. While the authorities make it clear such matters are not decisive, they also make it clear such matters are relevant.
(g) More significantly, Brandmet was nominated as Mr Robinson's employer on his own tax returns for 2018, 2019 and 2020. While Mr Robinson's unchallenged evidence was that these forms were generated by BMF, he signed them. I infer he signed them knowing it was important they were correct and accurate. That is, to an external, government third party (the Australian Tax Office), Mr Robinson represented that Brandmet was his employer. Mr Robinson strikes me as an honest man. If declaration that the respondents were not priority creditors in respect of employment entitlements owed by the company in receivership the time, he thought his employment by Brandmet was a sham or a façade, I do not consider he would have agreed to the nomination of that corporation on his tax returns.
(h) Even once the joint venture arose, Mr Robinson did not ask or seek to be moved out of Brandmet and to have a new contract with BMF (or any other entity remaining in the sole control of Mr Wright).
(i) While Mr Robinson mostly continued to interact with Mr Wright in seeking a solution he found satisfactory, he accepted in cross-examination he did so knowing (at least after 23 May 2020) Mr Wright was no longer a director and shareholder of Brandmet. In other words, he sought assistance from Mr Wright in negotiating with the corporation he continued to treat as his employer, and Mr Fung as director of that corporation.
(j) Mr Robinson accepted he performed work for a number of entities associated with Mr Wright. Even after the joint venture commenced, he agreed in cross-examination that the workings of the joint venture made it clear his time was to be billed out to services that he provided to the various businesses, including Mr Fung's businesses. He did not suggest these changes affected the identity of his employer, or that he became employed by Mr Fung personally or one of his companies, simply because it was envisaged he may provide services to that company.
166 My finding in (c) above is confirmed by evidence given by Mr Robinson in cross-examination. He was asked about his concerns, as the emails reflect, that Brandmet might not have sufficient assets to cover his entitlements as an employee:
Pausing at that point, you had toyed with the possibility of asking for a personal guarantee?---No.
Well, it appears that you had at least discussed it with Mr [Milicevic]?---No, Mr [Milicevic] discussed it with me.
Well, he has raised it. He has told you, "Maybe it would be a good idea to get a personal guarantee"?---
I understand the suggested personal guarantee could be seen as a lacking of trust.
It was brought up. It was dismissed straight away.
Well, it was brought up by him. So it was suggested to you by your lawyer - - -?---Correct.
- - - and you said no?---No. Correct.
But you knew that a personal guarantee might be some way of making sure that you were not exposed to risk with the financial arrangements that were being entered into; agree with that?---In - in retrospect, or if I had asked for a bank guarantee.
Yes. But you knew that that was something you could have done and decided against it?---Yes.
And at 1258 on the next page there's an email from you, where you say:
To be honest, I wouldn't hire me under those conditions.
And just pausing at that point, by those conditions, do you mean under conditions of asking for a personal guarantee or the like?---Yes, correct.
167 Mr Robinson had options to seek better security and elected not to take them. He gave rational reasons for doing so. But it was clear from this evidence he knew, and intended, that Brandmet was to be his employer.
168 It is true that in some of the contemporaneous documents, Mr Wright's own language focusses on the work Mr Robinson was doing for his business of BMF Construction. It is also true that Mr Robinson's business card, and contact details (including his email address) all referred to BMF Construction. However, that, the parties agreed, was a business name at best. There may have been any number of marketing or commercial reasons for that description on emails and business cards. In my opinion, what that reflects is the structural reality under which Mr Robinson was employed - namely that he was employed to provide services to a number of different entities, operating in different industries, at that time all controlled by Mr Wright, and he and Mr Wright, at that time envisaged the business activities of BMF Construction would occupy most of his time.
169 It is also true that the evidence supports the proposition that Mr Wright was the person with whom Mr Robinson initially desired to work. Mr Wright had a central role in the businesses he controlled. However, he was not running these businesses alone. On the evidence, there were also people such as Mr King and Ms Roberts, who were until shortly before the joint venture also on the payroll of Brandmet.
170 One of the findings of Ryan J should be extracted, because of its relevance to the present issues. His Honour said:
In the present case, none of the employees recruited after March 1995 stipulated for a particular entity to be her employer. There was no apparent reason to do so since all of the companies in the Joosse group had minimal paid up capital and none was apparently financially stronger than the others. In those circumstances, in which the employees were engaged to work in a business in which a number of separate corporate entities participated otherwise than as partners, it was open to those controlling the business to select which company should be the employer provided that the selection was consistent with the financial and administrative organisation of the business and was not otherwise a sham. The evidence compels the conclusion that Mr Joosse selected Bellechic Pty Ltd to be the employer of the relevant employees recruited after March 1995.
(Emphasis added.)
171 In my opinion, this is what Mr Wright did in March 2017, as the person controlling what he described as "the Wright Group", including Brandmet and BMF, and the business of BMF Construction. He did so quite transparently and expressly with Mr Robinson, who sought his own legal advice and ultimately agreed to Brandmet being nominated as his employer in the written contract. Mr Wright could have selected BMF, but he chose not to, and he offered Mr Robinson employment on the basis of a specific choice he had made. Ultimately, Mr Robinson accepted that offer. As it turned out, both companies ended up in liquidation.
172 Mr Robinson sought to rely on the decision of Buchanan J in Fair Work Ombudsman v Ramsey Food Processing Pty Ltd [2011] FCA 1176; 198 FCR 174. Ramsey was a case about who was the true employer, in circumstances where a labour hire company (Tempus) was interposed between the workers and the operating company. Buchanan J's conclusion is set out at [2]-[3] of his Honour's reasons:
I have had no difficulty in concluding that the arrangements made for the inter-positioning of Tempus between Ramsey Food Processing and the employees who performed work in the operations of Ramsey Food Processing were legally irrelevant to the identification of their true employer. In the relevant period, the employer was, in my view, Ramsey Food Processing. Furthermore, although the conclusion just stated rests upon an independent footing, the purported inter-positioning of Tempus was a sham, intended to disguise the true position.
The creation of those arrangements (so far as they involved Tempus) was conceived as part of arrangements made to avoid payment of penalties ordered by this Court, in other proceedings, to be paid by companies associated with Mr Ramsey and under his direct control. The arrangements were also intended, I am satisfied, for the purpose of avoiding direct legal responsibility by Ramsey Food Processing for the wages and entitlements of employees at the abattoir. A purpose of that kind does not mean, necessarily, that arrangements are ineffective, much less illegal. The arrangements appear to have been put in place on the basis of legal advice and certainly with legal assistance. However, in my view, on the facts of the present case, for the reasons I will explain, the arrangements made by the respondents were wholly ineffective to deflect responsibility from Ramsey Food Processing with respect to payments due to the complainant employees. Mr Ramsey was not only an active participant in those events, but was a key decision-maker. Responsibility for them, and their consequences, is to be attributed to him equally with Ramsey Food Process.
173 A number of observations should be made about those conclusions, to distinguish the circumstances in Ramsey from the present circumstances. The purpose of the arrangement with Tempus was plainly a material issue in the proceeding, and the "sham" allegations were front and centre in the parties' evidence and contentions. The purpose was for Mr Ramsey to avoid liabilities imposed on his companies through an earlier decision of this Court: see Ramsey at [11]. That is not the case here. Although as I explain below, Mr Bartlett eventually did make submissions based on the concept of a "sham", he never really articulated what the "sham" was. It certainly was not of the kind undertaken in Ramsey. No allegation was squarely put to Mr Wright about what kind of sham behaviour he had engaged in, in expressly nominating Brandmet as the employer for Mr Robinson.
174 Second, in Ramsey the controlling minds, and officers, of the corporations were different. The scheme conceived by Mr Ramsey, the controlling mind of the Ramsey companies, was to create a shelf company (Tempus) of which another person, Mr Considine, would be the director, although Mr Considine and Tempus were to be wholly indemnified by Mr Ramsey and his group of companies for their role as "employer" of the abattoir workers. Here, Mr Wright controlled both Brandmet and BMF (and the other Wright group companies) at the time of the contract with Mr Robinson. In other words, and to use Buchanan J's language at [9] of Ramsey, Mr Wright as the "effective decision maker" at the time of the contract, in respect of all the businesses in the Wright group. Far from assisting Mr Robinson's arguments, in my opinion, this tends against them. Mr Wright was, in those circumstances, able to choose which corporate vehicle should employ Mr Robinson. That is what he did, openly and transparently with Mr Robinson who, after having sought legal advice, accepted the proposal put to him by Mr Wright about which corporation was to be his employer.
175 I accept that the financial arrangements described by Buchanan J at [10] appear similar to those the evidence reveals about Brandmet - namely, that its income depended on payments and transfers from other Wright entities, at least until the time of the joint venture. However, that was but one factor considered by Buchanan J. In principle, it was not submitted in this proceeding, nor could it be, that arrangements of that sort within groups of companies were unlawful or inevitably evidence of a "sham". That is the point later made by Buchanan J in Ramsey at [75]-[78], concluding at [78]:
Nevertheless, it must be possible to identify a rational explanation for the arrangement and the explanation must be satisfactorily related to an intelligible business objective. That is so because otherwise, doctrines of agency, at least, may operate to defeat a bare claim of independence and isolated liability, supported only by a bare reference to separate incorporation. That is particularly likely to be the case when: the separate employing company is completely reliant upon a company to which it purportedly supplies labour; it has no assets and no management structure of its own; and it exists only as a corporate shell to protect another company, which does have assets, from liability to employees. In such a case a court might not hesitate long before pronouncing the arrangement ineffective or, in a more serious case, a sham.
176 For the period from when Mr Robinson commenced working under the arrangement with Mr Wright until the commencement of the joint venture with Mr Fung and his businesses, Mr Robinson has not proven that it is more likely than not that Brandmet was no more than a "corporate shell" protecting another company (and if so, which company). While I accept the evidence suggests Brandmet relied on funds being transferred from other entities to pay its liabilities, including its liabilities to employees, the evidence also demonstrates that it did operate as a company providing corporate and administrative services to companies controlled by Mr Wright, and for a considerable period of time, including when the contract was made, had a number of individuals on its payroll. It had an intelligible business as an administration and services company. A similar point was made by White J in Golden Plains Fodder Australia Pty Ltd v Millard [2007] SASC 391; 99 SASR 461 at [91]:
It is not uncommon within a corporate group for the employees to be engaged by an entity which is not involved in the ownership of assets or in the group's trading operations. This may be done for perceived taxation advantages or to distance the group's assets from claims by workers in respect of unpaid entitlements. When properly implemented, it cannot be said that such an arrangement is a sham in the sense described above. On the contrary, such arrangements are often quite transparent, and the apparent effect is precisely the actual legal effect sought to be achieved by those arrangements.
177 In my opinion, those observations apply to the evidence about the way Brandmet operated within the group of Mr Wright's companies, until the joint venture. After that, the ownership of Brandmet changed, its purpose changed, but not in a way which affected the reality of Mr Robinson's employment by that company, a reality that on the evidence he accepted at least at the start of the joint venture.
178 The making of the joint venture with Mr Fung fundamentally changed the use to which Brandmet was to be put, but not in a way which establishes the use of the corporation to that point had been a pretence, or that its proposed use in the joint venture was for purposes other than those disclosed by the contemporaneous evidence between Mr Fung and Mr Wright. Indeed, I accept the following submission made on behalf of Mr Wright in closing submissions (with footnotes omitted, although I accept the evidence referred to supports the submission):
Mr Wright ceased to be a director of Brandmet on 1 May 2020. It is however clear that Mr Robinson's employment continued after that date. He was paid by Brandmet after 1 May 2020. He was providing services to other entities after that date. He was directed by and corresponded with the director of Brandmet, Mr Harry Fung, about return to work arrangements. He was issued with a written warning by Brandmet on 9 October 2020, some seven weeks before he contends the employment relationship was brought to an end on 25 November 2020. He submitted medical certificates to Mr Fung for the period 12 October to 2 November 2020. Consistent with the written employment contract, Brandmet remained the employer through until the end of the relationship.
179 Ultimately, the authorities referred to, and this case, turn on their particular facts and the evidence adduced. What the Court might find is the 'reality' of the arrangements in one case, or in another, will depend on these factual matters.
180 I raised with the parties whether they submitted any change in the Court's approach was required because of the decisions of the High Court in WorkPac Pty Ltd v Rossato [2021] HCA 23; 271 CLR 456, Construction, Forestry, Maritime, Mining and Energy Union v Personnel Contracting Pty Ltd [2022] HCA 1; 96 ALJR 89, and ZG Operations Australia Pty Ltd v Jamsek [2022] HCA 2; 96 ALJR 144. Rossato concerned the principles for the identification of a worker as a casual worker for the purposes of s 86 of the FWA, although the Court also considered what identified a casual employee at general law. Personnel Contracting and Jamsek concerned the principles applicable to determine if a worker is an employee or an independent contractor.
181 In Rossato at [62], the plurality said:
To insist upon binding contractual promises as reliable indicators of the true character of the employment relationship is to recognise that it is the function of the courts to enforce legal obligations, not to act as an industrial arbiter whose function is to synthesise a new concord out of industrial differences. That it is no part of the judicial function to reshape or recast a contractual relationship in order to reflect a quasi-legislative judgment as to the just settlement of an industrial dispute has been emphatically the case in Australia at the federal level since the Boilermakers Case.
(Footnotes omitted.)
182 While these emphatic observations were made in a different context, they unmistakably require courts to focus on the contractual relationship between the parties as reflected in a written employment contract, where it is clear (as here) that it is the written contract which constitutes the bargain between the parties: cf the observations by the plurality in Personnel Contracting at [42]-[43]. That is so even where the court perceives some unfairness: see Rossato at [63].
183 In Personnel Contracting at [43], the plurality said:
In cases such as the present, where the terms of the parties' relationship are comprehensively committed to a written contract, the validity of which is not challenged as a sham nor the terms of which otherwise varied, waived or the subject of an estoppel, there is no reason why the legal rights and obligations so established should not be decisive of the character of the relationship.
(Footnotes omitted.)
184 As I have explained, in terms of the identity of the employer, there is no estoppel operating in Mr Robinson's favour in the present circumstances. There was no "sham", for reasons I explain below. Mr Robinson not only accepted the contract was valid, he sought to rely upon it and enforce it in these proceedings. The observations I have just set out are directly applicable. As are the observations at [45]-[46] of Personnel Contracting. There is no allegation of a variation to the written contract to change the identity of the employer. Mr Robinson's case is that it was always BMF. That case must be rejected.
185 There is one further passage in the plurality's reasons in Personnel Contracting that should be extracted. It is at [61]:
The foregoing should not be taken to suggest that it is not appropriate, in the characterisation of a relationship as one of employment or of principal and independent contractor, to consider "the totality of the relationship between the parties" by reference to the various indicia of employment that have been identified in the authorities. What must be appreciated, however, is that in a case such as the present, for a matter to bear upon the ultimate characterisation of a relationship, it must be concerned with the rights and duties established by the parties' contract, and not simply an aspect of how the parties' relationship has come to play out in practice but bearing no necessary connection to the contractual obligations of the parties.
(Emphasis added, footnotes omitted.)
186 The passage in bold strikes me as descriptive of much of the approach taken on behalf of Mr Robinson. There was a desire to demonstrate how his job, and his relationship with Mr Wright, had played out in practice, especially once it soured somewhat. From that, there was a reconstruction of what was intended by an otherwise perfectly clear contractual document, reflecting a carefully negotiated bargain between the parties.
187 Unsurprisingly perhaps, counsel for Mr Wright embraced what was said by the majority of the High Court in those cases about the centrality of what is said in written terms, where a contract is reduced to writing. Mr Bartlett submitted the cases were distinguishable because they were dealing with the method for ascertaining whether a person was an employee or an independent contractor, and here there was no debate that Mr Robinson was an employee.
188 In Bellechic, Ryan J did seek to distinguish cases dealing with the employee/independent contractor distinction, because his Honour considered that:
the choice has to be made primarily by reference to the nature of the business in which the employee was required to work and what was said and done at the time of his or her engagement.
189 That statement can be accepted, but what in my opinion does need to be considered from the recent High Court cases is the overwhelming emphasis by a majority of the Court on the express terms of the written contract, where there is a written contract. As a single judge, in light of the emphasis in these three recent decisions, it is difficult to see any principled distinction which would make those statements, at least as obiter, inapplicable to the present circumstances: BCR20 v Minister for Immigration, Citizenship, Migrant Services and Multicultural Affairs [2022] FCA 1043 at [21]. See also Hill v Zuda Pty Ltd [2022] HCA 21; 96 ALJR 540 at [25] as to the position for an intermediate appellate Court. The position should therefore be all the firmer for a single judge.
190 What their Honours are emphasising, in my respectful opinion, is the primacy a Court must give to the precise way in which the parties have chosen to express their bargain, having elected to reduce it to writing. I consider I should apply the approach set out in these recent decisions, including by according at least considerable primacy to how the parties, both relatively equal in terms of bargaining power and being legally advised, chose to express their bargain with each other.
191 The approach in these three recent High Court cases has been applied in this Court: see JMC Pty Limited v Commissioner of Taxation [2022] FCA 750 at [17]-[27], and Murphy v Chapple [2022] FCAFC 165 at [28]-[30].
192 On behalf of Mr Robinson, Mr Bartlett submitted that the circumstances in Re Spitfire Corporation Ltd (in liq) [2022] NSWSC 340 were analogous to the present case. He submitted that case stands for the proposition that courts can still look beyond the terms of the contract to determine who is a person's employer in certain circumstances, notwithstanding Personnel Contracting, Jamsek and Rossato. In my opinion, Spitfire is distinguishable because it concerned the identification of the 'true' employer among a group of related corporate entities for the purpose of proving and determining the priority of creditors' claims in the winding of up of a corporation under Pt 5.6 Div 6 of the Corporations Act. In Spitfire at [74]-[79], Black J considered a line of authorities permitting courts to look beyond the written terms of an employment contract to identify a 'true employer' for the purposes of Pt 5.6 Div 6 of the Corporations Act. His Honour found that the specific terms, functions and policy of Pt 5.6 Div 6 of the Corporations Act, particularly s 561 of that Act, mean that Personnel Contracting, Jamsek and Rossato should not be taken to have overruled impliedly that line of authority. As pleaded, Mr Robinson's application does not invoke Pt 5.6 Div 6 of the Corporations Act. Moreover, the propositions expressed by the High Court are emphatic and (other than as I have explained above) relatively unqualified, and now present in three sequential decisions of that Court. Unless and until they are further qualified or explained it is, with respect, appropriate for a single judge to follow and apply them.
193 Finally, this is not a case of an impermissible or ineffective assignment of a contract of employment; cf Bellechic. There was no assignment by Brandmet of Mr Robinson's employment contract to another corporation or person. The identity of Mr Robinson's employer remained the same. There was a change of ownership in Brandmet. That is quite a different matter. This is one of the instances where Mr Bartlett's submissions about "piercing the corporate veil" and his encouragement to the Court to look at the individuals behind the corporations, and to the change in individual shareholding and the directorship of Brandmet, must be rejected.