Keybridge Capital Ltd v Nicholas Bolton

2026/00223425

CORPORATIONS – the respondent, Mr Nicholas Bolton, was first appointed as a director of the appellant, Keybridge Capital Ltd, on 30 December 2011, in which capacity he acted until October 2012 – on 2 January 2013, Mr Bolton was, for the second time, appointed as a director of Keybridge, in which capacity he acted until either November or December 2025 – on the day Mr Bolton was appointed as a director of Keybridge for the second time, he (as “Director”) and Keybridge (as “Company”) executed a “Director’s Deed” which provided in cl 3.1 that Keybridge would indemnify Mr Bolton “on a full indemnity basis and to the full extent permitted by law, against all losses, liabilities incurred by the Director as an officer of the Company or a related body corporate” –  Mr Bolton was appointed as a director of Keybridge, for the third time, on 13 October 2019, in which capacity he acted until 10 February 2025 – no further deed of indemnity was entered around the time of this appointment or at any other time during the third period – he was removed as a result of a resolution passed at a meeting convened pursuant to s 249F of the Corporations Act 2001 (Cth) – in 2024, WAM Active Ltd ( a shareholder in Keybridge) made an application in the Supreme Court seeking leave to bring a derivative action on behalf of Keybridge against Mr Bolton, two other directors of Keybridge, and Crotto del Nino S.r.l. (a related Italian company of which Mr Bolton is the sole shareholder) – WAM alleged various breaches of duty by Mr Bolton as a director of Keybridge, including in respect of a transaction by which an amount of $4.75 million was paid by Keybridge to Crotto, that money allegedly being used to purchase a property in Lake Como, Italy – WAM also commenced proceedings in the Court of Milan and Tribunal of Como to obtain orders in the nature of precautionary seizure against Mr Bolton – on 21 April 2026, Mr Bolton commenced proceedings by summons seeking declarations and orders, under the Director’s Deed or Kenbridge’s constitution, requiring Keybridge to pay his costs of defending the Supreme Court and Italian proceedings, as and when those costs are incurred, on the basis that Keybridge has a right to recover those payments from Mr Bolton in the event, and to the extent, that it is subsequently established that Mr Bolton was not entitled to be indemnified in respect of such costs – the primary judge granted the declaratory relief sought in respect of cl 3.1 of the Director’s Deed and directed the parties to provide proposed orders for the payment of the owed amounts, as well as interest and cost – on 29 May 2026, the primary judge ordered that Keybridge pay the owed sums (plus interest on only some of those sums) into the trust account of Mr Bolton’s solicitors, and that Mr Bolton instruct his solicitors to pay those sums to the various firms to whom the incurred liabilities for costs are owed by Mr Bolton – whether the primary judge misconstrued the Director’s Deed.

Bolton v Keybridge Capital Limited [2026] NSWSC 562

Bolton v Keybridge Capital Limited (No 2) [2026] NSWSC 604