BSA Limited v Bradshaw, in the matter of BSA Limited [2022] FCA 747

BSA Limited v Bradshaw, in the matter of BSA Limited [2022] FCA 747

The proper construction of the word 'finance' in the carve out clause of the Deed of Settlement includes funds raised from existing or new shareholders; the funds raised via the share offering were for operational costs, satisfying the carve out. Therefore, the funds raised did not constitute a 'Capital Raise' triggering accelerated payment obligations under the Deed.

Jurisdiction
Australia
Judgment Date
29 June 2022
Procedural Posture
Commercial Contracts Dispute – Construction of Deed of Settlement / Post Settlement Interpretive Dispute, Judgment on Construction
Outcome
Declarations to give effect to the reasons are to be shaped after further party submissions; judgment favours the Applicant's construction.
Legal Topics
['construction of Commercial Contracts' 'interpretation of Settlement Deeds' 'acceleration of Payments Under Deed' 'definition of Capital Raise']
['contracts' 'commercial Law'] ['construction of Commercial Contracts' 'interpretation of Settlement Deeds' 'acceleration of Payments Under Deed' 'definition of Capital Raise']

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Procedural Posture

Commercial Contracts Dispute – Construction of Deed of Settlement / Post Settlement Interpretive Dispute, Judgment on Construction

Legal Issues

  1. 1 ["Proper construction of definition of 'Capital Raise' in the Deed of Settlement" "Whether funds raised by a share offering amounted to a 'Capital Raise' under the Deed" 'Whether carve out in definition applies to equity raised for operational costs']

Ratio Decidendi

The proper construction of the word 'finance' in the carve out clause of the Deed of Settlement includes funds raised from existing or new shareholders; the funds raised via the share offering were for operational costs, satisfying the carve out. Therefore, the funds raised did not constitute a 'Capital Raise' triggering accelerated payment obligations under the Deed.

Court Disposition

Declarations to give effect to the reasons are to be shaped after further party submissions; judgment favours the Applicant's construction.

Orders

  • ['The parties provide agreed draft declarations and orders to give effect to the reasons for judgment; failing agreement, each party to file and serve draft declarations and written submissions by 4 July 2022.' 'The proceeding listed at 9:30am on 5 July 2022 for case management and, if appropriate, further argument...