Yeeda shareholder hit with costs after failed DOCA challenge

The Supreme Court of Western Australia has issued a further ruling in the long-running Yeeda Pastoral Company restructuring, ordering a dissenting shareholder to pay substantial additional costs after unsuccessfully opposing the transfer of equity under the company’s deed of company arrangement.

We last wrote about this matter in August 2025, when the Supreme Court of Western Australia (Court of Appeal) dismissed an appeal by Fitzroy River LLC, a shareholder of Yeeda Pastoral Company, who claimed to be unfairly prejudiced by the transfer of its shares to TLP4 Australian Holdings, a Canadian government-backed fund as part of a DOCA approved by the company’s creditors.

Now, the Court has ordered Fitzroy to pay the additional costs incurred by administrators Richard Tucker, Anthony Miskiewicz and David Osborne of KordaMentha, as a result of Fitzroy’s participation in the proceedings.

While interested parties in insolvency proceedings do not typically bear costs, the Court found that Fitzroy’s conduct went beyond a limited, assistive role and instead took on a fully adversarial character. That shift proved decisive in exposing the shareholder to an adverse costs order.

Justice Hill accepted evidence that the administrators incurred significant incremental costs responding to Fitzroy’s objections, including additional evidence, extended hearings, and engagement with a broad range of issues raised by the shareholder, from valuation disputes to corporate governance allegations. Those costs were material. The administrators estimated that more than $624,000 in additional expenses were attributable to Fitzroy’s participation, driven in part by a hearing process that expanded from an anticipated two-hour application to multiple hearing days.

The Court rejected Fitzroy’s argument that it was acting as a representative voice for shareholders, noting that the company had only three shareholders and that the others had consented to the transaction. Instead, the Court found Fitzroy was advancing its own interests and had pursued the case in a manner akin to ordinary adversarial litigation. That finding triggered the application of the conventional “costs follow the event” principle, a notable outcome in the context of s 444GA applications, where Courts often seek to balance scrutiny of restructuring steps with the need to avoid discouraging legitimate participation by stakeholders.

The Court also granted a partial uplift in recoverable costs, ordering that the administrators’ costs be assessed without regard to the standard scale limits under Western Australia’s costs determination regime. Justice Hill accepted that the proceeding was unusually complex and important, involving extensive expert valuation evidence, cross-examination, and a voluminous evidentiary record exceeding 10,000 pages.

However, the Court declined to lift caps on hourly and daily rates, signalling a continued reluctance to fully displace statutory cost controls even in complex restructuring litigation. The Court also stopped short of endorsing the quantum claimed, emphasising that the reasonableness of the administrators’ total costs, and the extent to which they were properly attributable to Fitzroy’s involvement, will ultimately be determined by the taxing officer.

Read the decision here.

Professionals involved:

• Lavan for the administrators, Richard Tucker, Anthony Miskiewicz and David Osborne of KordaMentha

• Clayton Utz for TLP4 Australian Holdings Pty Limited

• Fairweather Litigation for Fitzroy River Limited Liability Company