Director Disputes and Governance Risks

Litigation: 17 September 2025

Author: Aaron Stewart - Our People

Hans Mende v Fritz Kundrun – AMCI Group Dispute

Introduction

The ongoing legal battle between billionaire coal magnates Hans Mende and Fritz Kundrun has escalated to the Australian courts, highlighting significant governance and fiduciary risks for directors in complex corporate structures. This dispute centres around the dismissal of Jamie Frankcombe, head of AMCI's Queensland coal operations, and underscores the critical importance of clear governance frameworks and board authority in joint ventures.

Background

Hans Mende and Fritz Kundrun co-own the AMCI Group, a global mining and commodity trading firm with substantial operations in Queensland, including the Carborough Downs, Ironbark, and Broadlea coal mines. The dispute arose when Mende attempted to terminate Jamie Frankcombe's employment as Managing Director of AMCI Investments Pty Ltd (AIPL), a company jointly owned by Mende and Kundrun. The NSW Supreme Court ruled that Mende lacked the authority to unilaterally dismiss Frankcombe, as AIPL's board, which included Kundrun's representatives, did not approve the termination.

Legal Implications for Directors

This case highlights several key considerations for directors:

• Board Authority and Decision-Making: Directors must understand the governance structures of entities they oversee, particularly in joint ventures, to ensure decisions are made within the scope of their authority.
• Fiduciary Duties: Directors have a duty to act in the best interests of the company, which includes ensuring that decisions are made collectively and with proper authority.
• Employment Decisions: Unilateral decisions regarding senior executives can lead to legal challenges if not made in accordance with the company's governance framework.

How Aitken Partners Can Assist

At Aitken Partners, we specialise in advising directors on governance and fiduciary duties. Our services include:

• Governance Frameworks: Assisting in the development and review of governance structures to ensure clarity of authority and decision-making processes.
• Fiduciary Duty Advice: Providing guidance on directors' duties to act in the best interests of the company and to avoid conflicts of interest.
• Employment Law: Advising on employment matters, including the authority required for decisions regarding senior executives.
• Dispute Resolution: Representing directors in disputes arising from governance issues or employment decisions.

Conclusion

The Hans Mende v Fritz Kundrun – AMCI Group Dispute serves as a cautionary tale for directors involved in joint ventures or complex corporate structures. Ensuring clear governance frameworks and understanding the scope of authority are essential to mitigate legal risks and uphold fiduciary duties.

If you are a director seeking advice on governance or fiduciary responsibilities, our team at Aitken Partners, Brisbane can provide tailored legal guidance to navigate these complexities.