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Sprintex Limited [No 3]

Sprintex Limited [No 3]

Case [2025] WASC 59 5 March 2025

Jurisdiction

Breach of Contract

Costs

Unconscionable Conduct

Civil Litigation & Procedure

Corporate Law & Governance

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   SPRINTEX LIMITED [No 3] [2025] WASC 59
CORAM:   LUNDBERG J
HEARD:   27 FEBRUARY 2025
DELIVERED          :   5 MARCH 2025
FILE NO/S:   COR 178 of 2024

EX PARTE
SPRINTEX LIMITED
Plaintiff

Catchwords:

Corporations - Interlocutory application for costs orders to be made following determination of the plaintiff's application for curative orders under s 1322(4) of the Corporations Act 2001 (Cth) - Whether proper notice of application given to former company secretary of the plaintiff - Whether Court has power to order costs against non-parties - Basis upon which costs should be imposed - Apportionment or allocation of those costs between non-parties - Turns on own facts

Legislation:

Corporations Act 2001 (Cth), s 254E, s 708A, s 1322, s 1335
Rules of the Supreme Court 1971 (WA), O 66 r 1
Supreme Court Act 1935 (WA), s 37

Result:

Costs orders made

Category: B

Representation:

Counsel:

Plaintiff

M F Holler

Solicitors:

Plaintiff

Steinepreis Paganin

Case(s) referred to in decision(s):

Bischof v Adams (1992) 2 VR 198
Dymocks Franchise Systems (NSW) Pty Ltd v Todd [2004] 1 WLR 2807
Frigger v Lean [2012] WASCA 66
Hardingham v RP Data Pty Limited (Third Party Costs) [2023] FCA 480
Hudspeth v Scholastic Cleaning and Consultancy Services Pty Ltd [2014] VSC 567
Huntingdale Village Pty Ltd (receivers and managers appointed) atf Huntingdale Village Unit Trust v Perpetual Nominees Ltd [2013] WASC 352
In the matter of Bonlac Foods Limited [2001] VSC 75
J & M Jankar Pty Ltd v Dellmain Pty Ltd [2009] NSWSC 766
Kaur v Sikh Gurdwara Perth (Inc) [No 2] [2018] WASC 99
Knight v FP Special Asset Ltd [1992] HCA 28; (1992) 174 CLR 178
Latoudis v Casey (1990) 170 CLR 534
Life Combat Sports Pty Ltd v World Institute of Martial Arts Pty Ltd [2025] WASC 21 (S)
M C Wholesaling Pty Ltd v Zheng and Linfang [2024] VSCA 248
Re Sprintex Ltd; Ex parte Sprintex Ltd [2022] WASC 188
Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418
Sprintex Limited [No 2] [2025] WASC 15
Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396

Table of Contents

A. Introduction

B. The plaintiff's interlocutory process

C. Evidence

Previous findings

Affidavit evidence of the directors

D. Plaintiff's submissions

E. Issues to be addressed

F. Disposition of the first issue - procedural fairness

G. Disposition of the second issue - the power to award costs against a non-party

H. Disposition of the third issue - the principles on which a costs award may be made against a non-party

Relevant principles

Application to the facts

I. Disposition of the fourth issue - quantum and apportionment

J. Conclusion and orders

LUNDBERG J:

A. Introduction

On 18 November 2024, the Court made the urgent curative orders sought by the plaintiff company,[1] pursuant to s 254E and s 1322(4) of the Corporations Act 2001 (Cth).[2] Those orders were necessary in light of the plaintiff's failures to comply with…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Sprintex Limited [No 3]

Details

AGLC: Sprintex Limited [No 3] [2025] WASC 59
Case: [2025] WASC 59
Decision Date: 5 MARCH 2025

CaseChat Overview and Summary

The interlocutory application in Sprintex Limited [No 3] involved a request for the court to make costs orders following a previous application for curative orders under section 1322(4) of the Corporations Act 2001. The plaintiff, Sprintex Limited, sought these orders after its initial application, which aimed to rectify procedural errors in the original proceedings. The dispute centred around whether the former company secretary of Sprintex Limited had been properly notified of the initial application and if the court had the authority to order costs against non-parties. Additionally, the court had to determine the appropriate basis for imposing costs and whether those costs should be apportioned or allocated between the non-parties involved.

The central legal issues that the court had to address included the procedural requirements for notifying non-parties of applications and the extent of the court's jurisdiction to order costs against such parties. The court also had to consider whether costs could be apportioned or allocated among non-parties and the criteria that should guide such decisions. These issues were critical in determining the fairness and appropriateness of the costs orders in the context of the overall proceedings.

In its reasoning, the court held that while the former company secretary of Sprintex Limited had not been adequately notified of the initial application, this did not automatically bar the plaintiff from seeking costs. The court found that it had the inherent jurisdiction to order costs against non-parties under certain circumstances. The court further determined that the basis for imposing costs should reflect the fairness and justness of the situation. The apportionment or allocation of costs between non-parties would depend on the specific facts of each case, taking into account the extent to which each non-party contributed to the proceedings and the overall fairness of the outcome.

The court concluded that while the former company secretary was not liable for costs, other non-parties might be subject to costs orders. The court did not make a final decision on the apportionment of costs between the non-parties, leaving it to be determined in the context of the final orders. The court's decision provided guidance on the procedural and jurisdictional aspects of ordering costs against non-parties, emphasising the importance of fairness and the specific circumstances of each case.

Orders