Background
The Owners – Strata Plan No 17415 (a strata scheme in Tasmania) sought reinstatement and winding up of Gravitar Pty Ltd, a deregistered company that owned one lot and owed the scheme $8,835.95 in unpaid levies and expenses. The plaintiff filed an originating process on 20 June 2025 under s 601AH(2) and s 461(1)(k) of the Corporations Act 2001 (Cth).
After the court adjourned proceedings to allow a former director, Ms Annalisa O’Sullivan-Fox, to arrange re-registration and repayment, Ms Fox paid $7,063.00 on 10 October 2025—exactly matching the plaintiff’s bill of costs submitted that day. Ms Fox later claimed this payment was intended to repay the underlying debt and that she had mistaken what the sum represented. Confused about whether the payment went toward costs or debt, the Registrar reinstated and wound up the company but made “no order as to costs” on 19 December 2025.
The plaintiff then sought review of the Registrar’s decision, arguing it was entitled to costs despite the confusion over the $7,063.00 payment.
The Court’s Holding
Justice McEvoy held that a “no order as to costs” is a judicial decision that neither party is entitled to costs and that costs lie where they fall. However, on the evidence before the court—principally an uncontradicted affidavit from the plaintiff’s solicitor, Ms Megan Lee Boot, and the hearing transcripts—it was sufficiently clear that Ms Fox’s payment of $7,063.00 was intended to satisfy the underlying debt, not the costs award itself.
The court applied settled principles on costs awards: the general rule is that costs follow the event (the successful party recovers costs), and there were no factors here that could properly disentitle the plaintiff to a costs order. The Registrar had acted on a factual misunderstanding, and the court found that the plaintiff had a clear entitlement to costs.
McEvoy J set aside the “no order as to costs” and made two orders: that Gravitar Pty Ltd pay the plaintiff’s costs and disbursements under s 466(2) of the Corporations Act (to be reimbursed from company property), and that Gravitar pay the plaintiff’s costs of the review application itself.
Key Takeaways
- A “no order as to costs” is a final judicial decision with legal effect—it must be grounded in genuine uncertainty or fairness concerns, not simple confusion about facts.
- Courts will review a Registrar’s costs decision where the factual premise (here, whether a payment was for debt or costs) proves incorrect and is uncontradicted on review.
- Where a company is reinstated and wound up at the behest of a creditor, and the creditor succeeds overall, costs will ordinarily follow the event unless there are grounds to deprive the creditor of them.
- Ambiguous payments (matching a bill of costs amount) may be clarified through uncontradicted evidence; failure of the other party to respond to a review allows the court to prefer the plaintiff’s account of the parties’ intentions.
Why It Matters
This decision clarifies that courts take seriously the task of making appropriate costs orders and will intervene where a Registrar’s decision rests on a misunderstanding of fact. For strata schemes and other creditors pursuing deregistered companies, it confirms that success in obtaining reinstatement and winding up will ordinarily entitle them to costs from company property under s 466(2) of the Corporations Act, which operates as a safety valve allowing recovery of litigation costs even against an insolvent entity.
The judgment also illustrates the importance of creating a clear evidentiary record of a party’s intentions when making payments that might be ambiguous (here, a sum that exactly matched both the bill of costs and part of the debt). Without Ms Boot’s uncontradicted affidavit and the hearing transcripts, the plaintiff’s position would have been much weaker.