Roohizadegan v Technology One Ltd (No 6)

This case came out of the breakdown of a long employment relationship at Technology One. Adrian Di Marco founded the business in 1987. By September 2024, the Court noted that Technology One had a market capitalisation of about $7.7 billion and was one of the top 100 ASX listed companies by market capitalisation. In July 2006, Di Marco employed Behnam Roohizadegan as the Victorian regional manager.

The Court’s synopsis describes Roohizadegan as, at least initially, a spectacularly successful employee. Between 2006 and 2013 he increased licence fee revenue for the Victorian business unit from about $1.3 million to $10.1 million. He worked extremely long hours, often to the neglect of his family, and received praise and corporate awards. His role was to grow the Victorian business and direct the activities of the Victorian team. His remuneration included a base salary and a profit-share incentive tied to the Victorian business unit.

The relationship later deteriorated. The judgment points to organisational changes, including a new reporting line from October 2014, and then a series of complaints and escalations in 2016. Those complaints were made to senior managers and, in some instances, directly to Di Marco. They later became the foundation for many of the claimed workplace rights.

On 18 May 2016, Di Marco terminated Roohizadegan’s employment at a meeting in Brisbane. Roohizadegan then commenced a major Federal Court proceeding seeking very substantial compensation, general damages, penalties and contractual payments. The retrial judge described the claims as prolix and multifaceted, with many combinations of alleged workplace rights, complaints and adverse action.

The retrial covered several different legal pathways. The main group of claims alleged adverse action under s 340 of the Fair Work Act. Some were dismissal claims and some were non-dismissal claims. The employee said Technology One acted against him because he had exercised workplace rights, including by making complaints and escalating concerns to senior management.

There were also claims that the termination was because of mental or physical disability, because of temporary absence due to illness or injury, and because he had a right to bring legal proceedings. Another issue was whether the CEO as decision-maker had been materially influenced by other executives and, if so, whether any prohibited reason entered the decision through that influence.

A separate claim alleged misrepresentation under s 345. The employee said he was misled about the true purpose of the Brisbane meeting on 18 May 2016. On his case, he was led to believe the meeting was to discuss and resolve complaints he had made about more senior managers, when the real purpose was to terminate his employment.

There was also a contract claim. The dispute was over an incentive clause that referred to 7.5% of profit before tax performance for the Victorian business unit. The question was whether that clause included student management services revenue generated by a separate Brisbane-based unit, even where the sales involved Victorian customers.

The central legal issue was whether Technology One contravened the Fair Work Act by dismissing Roohizadegan or otherwise taking adverse action against him for prohibited reasons. That required the Court to examine whether the alleged workplace rights existed as objective facts, whether some complaint-based rights were accepted, and whether the employer could rebut the statutory presumption in s 361 by proving lawful reasons for its conduct.

The Court also had to decide whether there were contraventions of s 351 concerning discrimination, s 352 concerning termination because of temporary absence due to illness or injury, and s 345 concerning misrepresentation. In addition, it had to construe the employment contract and decide whether the incentive term covered revenue from a separate head office business unit.

The Court dismissed the proceeding. McElwaine J held that some of the asserted workplace rights were not established as objective facts because the Court was not satisfied with the employee’s version of events. Other complaint-based workplace rights were evidenced in writing and were not disputed as having the character of workplace rights. Even for those accepted complaints, however, the employer rebutted the statutory presumption and proved that the relevant action was taken for lawful reasons.

The Court accepted that Adrian Di Marco ultimately decided to terminate the employment between 25 and 26 April 2016, but delayed implementation until he was satisfied the decision would not jeopardise an important contract with La Trobe University. The accepted reasons for termination were lawful and included poor economic performance in meeting sales targets and budgets for the Victorian region, persistent inability to accept decisions made by more senior managers, inability to integrate into organisational change, and a damning assessment of morale and employee relations in the Victorian office reported by HR business partner Rebecca Gibbons in an email dated 24 April 2016.

The Court rejected the employee’s preferred non-termination pathway, which focused on the way he was allegedly induced to attend the Brisbane meeting. The judge held that this aspect of the case was not supported by the psychiatric evidence or the underlying facts, and that communication of the termination decision aggravated a pre-existing psychiatric disorder but a lawful termination would have had the same consequence.

The Court also held there was no contravention of s 352, no contravention of s 351, no actionable misrepresentation under s 345, and no contractual entitlement to the claimed share of student management services revenue from the separate Brisbane-based unit.

One of the strongest practical themes in the judgment is the importance of contemporaneous documents. The Court said its fact-finding placed considerable reliance on contemporaneous documents where the document authentically recorded the event in issue. The retrial involved a vast amount of material, including affidavits, witness statements, expert reports and thousands of pages of documents.

The Court also made detailed credibility findings, especially about Roohizadegan and Di Marco. That matters because adverse action cases often turn on motive, and motive is usually proved through a combination of witness evidence, timing, surrounding conduct and documents created at the time.

For employers, this means performance records, budget results, HR reports, complaint emails, meeting notes and internal communications can become decisive. In this case, the Court specifically referred to documented poor economic performance, organisational change issues and the HR assessment of morale and employee relations in the Victorian office. The Court also examined when the termination decision was made and the steps taken to implement it.

The case is also a reminder that communications around meetings should be handled carefully. The employee alleged he was misled into attending the Brisbane meeting while unwell. Although that claim failed, it still became a major issue in the litigation. Businesses should assume that meeting invitations, directions to attend work and communications during sick leave may later be scrutinised closely.

Businesses should not read this case as saying that complaints, illness or legal threats can be ignored if management believes performance is poor. The real lesson is that once protected matters are in the background, the employer may later need to prove with precision that the action was taken for lawful reasons and not for any prohibited reason.

The Court’s reasoning shows the practical questions that often decide these cases. Did the employee actually make the complaints alleged? Were those complaints workplace rights? Who made the decision? When was it made? Did another manager influence it? What documents existed at the time? Were the stated reasons supported by objective material such as budgets, targets, HR findings or contemporaneous emails?

The contract issue is also commercially important. Incentive disputes often arise years after the clause was drafted, when the business structure has changed or multiple teams contribute to a sale. Here, the Court applied orthodox objective construction principles and held that the employee was not entitled to revenue from a separate head office business unit for which he was not responsible. Businesses should review bonus clauses before disputes arise, not after.

Finally, the procedural history is a warning about litigation risk. The employee won at the first trial, the employer then won on appeal, and the matter was sent back for a new trial that ran for 27 days of evidence. Even where a business ultimately succeeds, the cost, time and management distraction can be very significant.

The judgment was delivered on 18 December 2025 by McElwaine J in the Federal Court of Australia. The hearing dates listed in the judgment were 30 September 2024, 1 to 4 October 2024, 7 to 11 October 2024, 14 to 16 October 2024, 18 October 2024, 21 to 23 October 2024, 31 March 2025, 1 to 4 April 2025, 7 to 10 April 2025, 14 April 2025 and 12 to 13 August 2025.

The orders dismissed the proceeding and set a timetable for any costs application under s 570 of the Fair Work Act. Any application was to be filed by 6 February 2026, any response by 20 February 2026, and any reply by 27 February 2026, with the application to be determined on the papers unless otherwise ordered.

The judgment also records that this was the second trial. At the first trial before Kerr J in 2019, the employee succeeded. The Full Court later allowed the appeal and remitted the matter for a new trial, which led to the 2025 judgment dismissing the proceeding.

Business readers often ask whether this case changes the basic rule on employee complaints. It does not. The Court did not say complaints can be ignored. It said the employer succeeded because it proved the action was taken for lawful reasons and not because workplace rights had been exercised.

Another common question is whether the case turned only on dismissal. It did not. The proceeding also involved non-dismissal adverse action claims, temporary absence and discrimination claims, a misrepresentation claim about the Brisbane meeting, and a contract claim about incentive payments. That breadth is one reason the litigation became so large.

Businesses also ask what practical evidence mattered most. The judgment makes clear that contemporaneous documents, the identity of the real decision-maker, the timing of the decision, and the wording of the contract all mattered. Those are the areas most likely to shape the outcome of similar disputes.