William John Jeffries v Indigenous Land Corporation [2015] NSWSC 1616

William John Jeffries v Indigenous Land Corporation [2015] NSWSC 1616

The directors are presently entitled to indemnity for legal costs incurred in defending action threatened by the company under clause 6.2 of the Deeds, provided they have no other source of indemnity or insurance, and unless excluded by the specific carve-outs; indemnity is not contingent on proceedings actually being commenced or on a judicial finding in favour of the directors.

Jurisdiction
Australia
Judgment Date
28 October 2015
Procedural Posture
Principal Judgment / Final Determination
Outcome
Plaintiffs entitled to full relief sought.
Legal Topics
["directors' Indemnity" 'interpretation of Contracts' 'corporate Governance' 'statutory Duties' 'indemnity for Legal Costs']
['equity'] ["directors' Indemnity" 'interpretation of Contracts' 'corporate Governance' 'statutory Duties' 'indemnity for Legal Costs']

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Procedural Posture

Principal Judgment / Final Determination

Legal Issues

  1. 1 ['Whether directors are entitled to indemnity for legal costs under clause 6.2 of Deeds prior to commencement of proceedings' 'Whether directors have established no other source of indemnity or insurance' 'Whether a finding in favour of the director is required before indemnity can be called on']

Ratio Decidendi

The directors are presently entitled to indemnity for legal costs incurred in defending action threatened by the company under clause 6.2 of the Deeds, provided they have no other source of indemnity or insurance, and unless excluded by the specific carve-outs; indemnity is not contingent on proceedings actually being commenced or on a judicial finding in favour of the directors.

Court Disposition

Plaintiffs entitled to full relief sought.

Orders

  • ['Declaration that First Plaintiff is presently entitled to indemnity for legal costs under clause 6.2 of the Deed of Access, Indemnity and Insurance dated 16 February 2012.' 'Order that Defendant pay First Plaintiff indemnified amounts pursuant to clause 6.4(a) of the Deed.' 'Declaration that Second Plaintiff is...