Bentley Capital Limited v Keybridge Capital Limited (No 2) [2021] FCA 1318

Bentley Capital Limited v Keybridge Capital Limited (No 2) [2021] FCA 1318

There should be no order as to costs because the proceedings arose from a common factual and legal matrix between two camps of directors, each camp succeeded in obtaining declarations as to the invalidity of the opposing camp's conduct but failed to obtain declarations validating its own conduct, and neither obtained the express relief sought as to Mr Patton's position as chairperson. Mr Patton's cross-claim was not purely defensive, and any attempt to allocate costs between partial successes would be inefficient. The indemnity issue raised by Mr Johnson was premature and should be addressed separately if not resolved by the parties.

Jurisdiction
Australia
Judgment Date
26 October 2021
Procedural Posture
Costs Application in Commercial and Corporations Proceeding Involving Claim and Cross Claim / Costs Determination After Judgment in Urgent Proceedings
Outcome
No order as to the costs of the proceeding; the issue of any indemnity claim for costs from Keybridge was deferred.
Legal Topics
['discretion as to Costs' 'deadlocked Board of Public Company' 'claim and Cross Claim' 'director Indemnity for Legal Costs' 'validity of Board Meetings and Resolutions']
['costs' 'corporations Law' 'civil Procedure'] ['discretion as to Costs' 'deadlocked Board of Public Company' 'claim and Cross Claim' 'director Indemnity for Legal Costs' 'validity of Board Meetings and Resolutions']

Case Brief

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Procedural Posture

Costs Application in Commercial and Corporations Proceeding Involving Claim and Cross Claim / Costs Determination After Judgment in Urgent Proceedings

Legal Issues

  1. 1 ["Whether the plaintiffs should pay the costs of Keybridge, Mr Kriewaldt and 80% of Mr Patton's costs." 'Whether there should be no order as to costs where each camp of directors succeeded and failed in part.' "Whether Mr Patton's cross-claim was purely defensive." "Whether Mr Johnson's claim to be indemnified by Keybridge for legal costs should be determined on the costs application."]

Ratio Decidendi

There should be no order as to costs because the proceedings arose from a common factual and legal matrix between two camps of directors, each camp succeeded in obtaining declarations as to the invalidity of the opposing camp's conduct but failed to obtain declarations validating its own conduct, and neither obtained the express relief sought as to Mr Patton's position as chairperson. Mr Patton's cross-claim was not purely defensive, and any attempt to allocate costs between partial successes would be inefficient. The indemnity issue raised by Mr Johnson was premature and should be addressed separately if not resolved by the parties.

Court Disposition

No order as to the costs of the proceeding; the issue of any indemnity claim for costs from Keybridge was deferred.

Orders

  • ['This judgment be delivered from chambers.' 'There be no order as to the costs of the proceeding.']