Thorne Developments Pty Ltd v Laird

Case [2025] QSC 235

SUPREME COURT OF QUEENSLAND

CITATION:

Thorne Developments Pty Ltd v Laird [2025] QSC 235

PARTIES:

THORNE DEVELOPMENTS PTY LTD

(plaintiff)

v
GRAHAM DAVID LAIRD AS TRUSTEE OF THE LAIRD FAMILY TRUST
(first defendant)
RICK WILLIAMSON INVESTMENTS PTY LTD
(second defendant)
GRAHAM DAVID LAIRD
(third defendant)
RICHARD JOHN WILLIAMSON

(fourth defendant)

FILE NO:

BS No 3570 of 2014

DIVISION:

Trial Division

PROCEEDING:

Application

ORIGINATING COURT:

Supreme Court of Queensland at Brisbane

DELIVERED ON:

17 September 2025

DELIVERED AT:

Brisbane

HEARING DATE:

Decided on written submissions without further oral argument

JUDGE:

Davis J

ORDERS:

1.   Except to the extent of costs already determined by earlier order, or payable by force of the Uniform Civil Procedure Rules 1999, the first, second and third defendants shall pay the plaintiff’s costs of the proceedings, including:

(a)     costs reserved in the Supreme Court of New South Wales; and

(b)     all costs reserved in this Court, except the costs reserved by order of 20 September 2021 and the costs reserved by order of 23 January 2023.

2.   The plaintiff shall pay the first defendant’s costs reserved by order of 23 January 2023.

3.   There shall be no order as to costs for:

(a)     those costs reserved by order of 20 September 2021; or

(b)     the proceedings against the fourth defendant.

CATCHWORDS:

PROCEDURE – CIVIL PROCEEDINGS IN STATE AND TERRITORY COURTS – COSTS – GENERAL RULE; COSTS FOLLOW EVENT – where the parties entered into a Share Sale Agreement – where, by the agreement, shares were sold by the plaintiff to the first and second defendant – where the third and fourth defendants guaranteed the first and second defendants’ performance under the Share Sale Agreement – where a Loan Agreement was entered into between the plaintiff and first and second defendants – where the plaintiff advanced monies to the first and second defendants to pay the purchase price under the Share Sale Agreement – where the purchase price was paid – where the loan was not repaid – where the plaintiff sued the first and second defendants for the loan monies – where the plaintiff pursued the third and fourth defendants under the Guarantee – where the proceedings were commenced in the Supreme Court of New South Wales – where the proceedings were transferred to the Supreme Court of Queensland – where it was discovered that the plaintiff was deregistered at relevant times – where the plaintiff applied to validate the agreements and other acts taken while it was deregistered – where, during the proceedings, there were various costs reserved – where the plaintiff was successful against the first, second and third defendants – where the plaintiff was unsuccessful against the fourth defendant – where it was held the fourth defendant had not guaranteed the performance of the second defendant under the Loan Agreement – where the plaintiff was, during parts of the proceedings, represented by its director – where the plaintiff’s director was a retired barrister without a practising certificate – whether costs should follow the…

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Thorne Developments Pty Ltd v Laird [2025] QSC 235
Case
[2025] QSC 235
Decision Date

CaseChat Overview and Summary

In Thorne Developments Pty Ltd v Laird, the plaintiff sought the repayment of monies owed under a Loan Agreement and the validation of related agreements executed while the plaintiff was de-registered. The proceedings were initially commenced in the Supreme Court of New South Wales and later transferred to the Supreme Court of Queensland. The plaintiff, Thorne Developments Pty Ltd, was successful against the first, second, and third defendants, but unsuccessful against the fourth defendant. The plaintiff sought the validation of the agreements and the repayment of the money owed under the Loan Agreement. The court was required to determine various issues relating to costs, including the costs of the proceedings in New South Wales, costs of amendments to the pleadings, costs of various mentions, costs of specific applications, costs of the fourth defendant, recovery of expenses by the plaintiff, and the fate of the costs guarantee. The court held that the plaintiff should have its costs of the proceedings in New South Wales, except in respect of which there have already been costs orders against it. The court further held that the plaintiff should pay the costs thrown away by the amendments unless the Court otherwise orders. The first, second, and third defendants ought to be ordered to pay the costs reserved on each of the mentions. There should be no order as to costs of the applications of 20 September 2021 and 23 January 2023. The plaintiff shall pay the first defendant’s costs reserved by order of 23 January 2023. There shall be no order as to costs for those costs reserved by order of 20 September 2021 or the proceedings against the fourth defendant.

Orders

Orders of the court

1. Except to the extent of costs already determined by earlier order, or payable by force of the Uniform Civil Procedure Rules 1999, the first, second and third defendants shall pay the plaintiff’s costs of the proceedings, including:

(a) costs reserved in the Supreme Court of New South Wales; and

(b) all costs reserved in this Court, except the costs reserved by order of 20 September 2021 and the costs reserved by order of 23 January 2023.

2. The plaintiff shall pay the first defendant’s costs reserved by order of 23 January 2023.

3. There shall be no order as to costs for:

(a) those costs reserved by order of 20 September 2021; or

(b) the proceedings against the fourth defendant.

Background

Background to the litigation

This is the determination of the issue of costs of proceedings determined by orders made on 13 October 2022[1] and a subsequent oral application determined by orders delivered ex tempore on 11 November 2022.[2][1]Thorne Developments Pty Ltd v Laird & Ors [2022] QSC 217.[2]Unreported decision, Supreme Court of Queensland, Davis J, 11 November 2022.Background The dispute concerned the repayment of monies owed under a Loan Agreement where the debt arose upon completion of a related Share Sale Agreement. Thorne Developments Pty Ltd, the plaintiff, owned half of the issued shares in Transparent Industries Pty Ltd, the operator of an adult entertainment club and the holding company of various subsidiaries in what I have previously described as “the Showbar Group”.[3] [3]Thorne Developments Pty Ltd v Laird [2022] QSC 217 at [2]. The other half of the issued shares in Transparent Industries were owned beneficially by Mr Graham David Laird, the third defendant. Mr Laird was also a trustee of the Laird Family Trust and is the first defendant in that capacity. Rick Williamson Investments Pty Ltd, the second defendant, is a company controlled by Mr Richard John Williamson, the fourth defendant. In December 2011, an arrangement was agreed whereby Thorne Developments would sell its shares in Transparent Industries to Mr Laird as trustee and Rick Williamson Investments. In February 2012, a Share Sale Agreement was executed. The terms included a purchase price of $1,871,775, and covenants by Mr Laird and Mr Williamson personally guaranteeing the purchase obligations of Mr Laird as trustee and Rick Williamson Investments under the Share Sale Agreement. By the terms of the Share Sale Agreement, the sum of $395,000 was immediately due and payable in exchange for the perfected transfer of the shares and fulfillment by Thorne Developments of various other obligations. The remaining part of the purchase price was paid via money advanced pursuant to the Loan Agreement executed between the parties on the same day as the Share Sale Agreement. Under the terms of the Loan Agreement, Thorne Developments advanced the sum of $1,476,775 to Mr Laird as trustee and Rick Williamson Investments. That advance then paid the remaining part of the purchase price due under the Share Sale Agreement and was to be repaid by 31 August 2012. It was not. It would later emerge that Thorne Developments had been de-registered at the time at which the Share Sale Agreement and Loan Agreement were entered into. It was later reinstated in September 2013. The effect of this was that the entering into of the agreements and the related actions taken, such as the transfer of shares under the Share Sale Agreement, were invalid, unless validated by a court pursuant to s 601AH(3)(d) of the Corporations Act 2001 (Cth). Eventually, proceedings were commenced in the Supreme Court of New South Wales and later transferred to this Court. Thorne Developments sought the recovery of what was effectively the remaining purchase price under the Share Sale Agreement, being the amount not repaid under the Loan Agreement, and the validation of the agreements.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

The evidence that the parties discharged the guarantee is some correspondence to which I will later refer.Consideration As explained, the proceedings have a long history and there have been various costs orders. Nothing in these reasons, or in the consequent orders, are intended to affect any award of costs in favour of any party that has already been made. What remains for determination are:(a)the costs of the proceedings in the Supreme Court of New South Wales;(b)costs of amendments to the pleadings;(c)costs of various mentions;(d)costs of the applications reserved on 20 September 2021, 18 October 2021, 13 October 2022, 28 October 2022, 11 November 2022, and 23 January 2023;(e)costs of Mr Williamson;(f)recovery by Thorne Developments of expenses; and(g)the fate of the costs guarantee.Costs of the proceedings in the Supreme Court of New South Wales As observed earlier, the proceedings were commenced in the Supreme Court of New South Wales and transferred to this Court. While the matter was being litigated in New South Wales, Thorne Developments was legally represented. As also observed earlier, various costs orders were made by the Supreme Court of New South Wales. Ultimately the plaintiff was successful against each of the first, second and third defendants, albeit that success came later in this Court. In my view, the plaintiff should have its costs of the proceedings in New South Wales, except in respect of which there have already been costs orders against it. There is no reason to depart from the general rule of costs following the event.Costs of amendments of the pleadings The rules provide[14] that a party who amends a document, including a pleading, must pay the costs thrown away by the amendment. While the plaintiff ultimately won its case, that does not excuse inappropriately framing it from time to time. There is, in my view, no reason to depart from the standard rule embodied in rr 386 and 692 of the Uniform Civil Procedure Rules 1999, that each party should pay costs thrown away by an amendment they have made unless, of course, that amendment was responding to an amendment of the other party.[14]Uniform Civil Procedure Rules 1999, rr 386 and 692. By rr 386 and 692, Thorne Developments will pay costs thrown away by the amendments unless the Court otherwise orders. Therefore, no order will be made.Costs of the various mentions As earlier observed, the case was managed. There is nothing to suggest that any stance taken by the plaintiff on any mention was unreasonable. There is no suggestion that the plaintiff conducted itself so as to incur costs unnecessarily. The first, second and third defendants ought to be ordered to pay the costs reserved on each of the mentions. Costs of the applications of 20 September 2021, 18 October 2021, 13 October 2022, 28 October 2022, 11 November 2022 and 23 January 2023 The costs of the 20 September 2021 concerned an application by the defendants to strike out a paragraph of the plaintiff’s reply and answer, filed on 8 September 2021. Although the defendants were successful, it was a minor victory in lengthy proceedings where the plaintiff was ultimately successful. There should be no order as to costs of that application.