Australia, June 2 -- New South Wales Land and Environment Court issued text of the following judgement on May 2:

1. I have previously delivered reasons for judgment in this matter:

1) on 21 March 2025: In the matter of Keybridge Capital Limited [2025] NSWSC 240 (the March Judgment); and

2) on 14 April 2025: In the matter of Keybridge Capital Limited (No 2) [2025] NSWSC 354 (the April Judgment).

3) This judgment assumes familiarity with each of the March Judgment and the April Judgment, and adopts defined terms used in those judgments.

2. In the March Judgment, I determined that at the Section 249F Meeting on 10 February 2025, the members of the First Defendant, Keybridge Capital Limited, resolved that Mr Bolton, Mr Patton and Mr Dukes (but not Mr Catalano) be removed as directors of Keybridge, and resolved that Mr Wilson, Mr Hamilton, Mr McCathie and Mr Ravell be appointed as directors of Keybridge. I made declarations to that effect.

3. In the March Judgment, I also determined that, subject to the resolution of certain outstanding issues which had been raised by the Administrator of Keybridge, Mr Rathner, regarding a Bridge Funding Facility offered by WAM Active Limited, this facility would provide a basis to conclude that Keybridge is solvent and, therefore, a basis to conclude that the administration of Keybridge should be brought to an end. I stood over the proceeding for a short period in order to allow an opportunity for these outstanding issues to be resolved between WAM and the Administrator.

4. In the April Judgment, I addressed the issues which remained in dispute regarding the Bridge Funding Facility, concluded that Keybridge was solvent, and ordered that the administration of Keybridge be brought to an end with immediate effect. I stayed this order for a period of two days so as to allow an opportunity for the Defendants to approach the Court of Appeal (and the Court of Appeal has subsequently stayed this order until 4.00pm on 8 May 2025, being the day when the appeal will be heard).

5. At the time of delivering the April Judgment, I directed the parties to serve their proposed orders in respect of costs, and, if such orders could not be agreed, to provide submissions on the matters which remained in dispute.

6. No orders as to costs have been agreed. The parties have confirmed that they are content for all questions of costs to be determined on the papers.

7. It is convenient to address the issues in dispute by reference to:

1) first, the position as between the Plaintiffs and the Third, Fourth and Sixth Defendants (Mr Bolton, Mr Patton and Mr Dukes);

2) secondly, the position as between the Plaintiffs and the First and Second Defendants (Keybridge and the Administrator); and

3) thirdly, the position as between the Fifth Defendant (Mr Catalano) and the other Defendants.

8. No order as to costs was sought by the Plaintiff against the Seventh Defendant (Mr Ravell), who filed a submitting appearance, or against Yowie Group Limited, which was given leave to be heard at the April Hearing. Nor did Mr Ravell or Yowie seek any costs order in their favour.

Costs as between Plaintiffs and Mr Bolton, Mr Patton and Mr Dukes

Relevant Principles

9. The starting point is the general rule in r 42.1 of the Uniform Civil Procedure Rules 2005 (NSW) (UCPR), namely, that if the Court makes any order as to costs, the Court is to order that the costs follow the event, unless it appears to the Court that some other order should be made as to the whole or any part of the costs.

10. The "event" typically refers to the event of the claim or counterclaim, as the case may be, and may be understood as referring to the practical result of a particular claim: Doppstadt Australia Pty Ltd v Lovick & Son Developments Pty Ltd (No 2) [2014] NSWCA 219 at [15] (Ward, Emmett and Gleeson JJA).

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/1968e1e06f28a5c16dbad3a0)

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