Note Printing Australia Ltd v Leckenby

(2015) 50 VR 44; [2015] VSCA 105

Victorian Court of Appeal

Built by Barristers,
For Australian Law.

See how it works

Interrogate

Catchwords

1. Corporations
2. › Officers and directors
3. › Indemnification of officers
4. › Legal costs in criminal proceedings
5. › Whether present entitlement to indemnity arises before verdict or only upon acquittal
6. › Whether obligation to refund on guilty verdict renders arrangement consistent with statutory prohibition
7. › Corporations Act 2001 (Cth), s 199A(3)(b)
1. Corporations
2. › Officers and directors
3. › Indemnification of officers
4. › Statutory prohibition on indemnifying legal costs
5. › Construction of s 199A(3)(b)
6. › Whether prohibition operates only upon finding of guilt
7. › Corporations Act 2001 (Cth), ss 199A(3)(b), 212
1. Contract
2. › Construction
3. › Deed of indemnity
4. › Construction of indemnity clause in context of statutory prohibition
5. › Whether deed confers present entitlement to payment of legal costs prior to verdict in criminal proceedings
6. › Whether criminal charge is a 'Claim' within meaning of deed
1. Appeal
2. › Leave to appeal
3. › Test for leave under new civil appeals regime
4. › Whether appeal has real prospect of success
5. › Supreme Court Act 1986 (Vic), s 14C

Quick Take

The prohibition in s 199A(3)(b) of the Corporations Act 2001 (Cth) does not prevent a company from paying an officer's legal costs in defending criminal proceedings prior to verdict, provided there is an obligation to refund if the officer is found guilty. A deed of indemnity that provides for such payments, coupled with a refund obligation, is not a 'traditional indemnity' that offends the statutory prohibition. The test for leave to appeal under s 14C of the Supreme Court Act 1986 (Vic) requires a 'real' as opposed to 'fanciful' prospect of success.