Wingstar Holdings Pty Ltd v Point Capital Group Pty Ltd

Wingstar Holdings Pty Ltd v Point Capital Group Pty Ltd [2025] FCA 1553 is a Federal Court practice and procedure decision about inspection of documents produced under subpoenas. The subpoenas were issued to support the respondents’ security for costs application. The Court was not deciding the underlying commercial dispute between the parties.

The key question was whether the respondents should be allowed to inspect the financial and funding documents that Wingstar Holdings and Wingstar Trading had produced to the Court. Wheatley J held that the application to refuse inspection should mostly fail. The Court accepted that the correct test was apparent relevance to the security for costs application, not whether the documents would be determinative. Inspection was refused only in limited respects, including the 2024 financials, and some funding documents were to be inspected only with appropriate redactions.

The parties were already in Federal Court litigation when the respondents sought security for costs. To support that application, they sought leave on 2 October 2025 to issue subpoenas to Wingstar Holdings and Wingstar Trading. The subpoenas issued on 8 October 2025 and sought broad categories of financial material from each company.

The categories were detailed and practical. They included management accounts or interim financial statements, balance sheets, profit and loss statements and cashflow statements for the 2026, 2025 and 2024 financial years. They also sought documents recording any arrangement under which a shareholder, director, officer, employee, agent or third party funded the litigation, bank statements and borrowing records for the six months ending 1 October 2025, recent activity statements, recent company tax returns, and documents the companies intended to rely on to show they could meet an adverse costs order.

Wingstar and Wingstar Trading first tried to set the subpoenas aside. On 21 October 2025 they lodged an interlocutory application to do that. The return date was later amended, and by the time of case management on 19 November 2025 both companies had complied with the subpoenas and provided documents to the Court. The setting aside application was then dismissed with costs reserved. The live dispute became narrower but still commercially significant: should the respondents be allowed to inspect what had been produced, or should the documents be disposed of without inspection?

The Wingstar parties argued that the respondents were effectively guessing at relevance. They said the respondents had assembled a list of factors from earlier security for costs cases and were treating those factors as universally relevant, even though the real issues on the future security for costs hearing had not yet been fully worked out. They also said the documents were confidential and sensitive because they revealed the companies’ current financial position. Wingstar Trading separately argued that its position was different because it was not the applicant but a cross-respondent joined by the respondents.

The respondents argued that the documents were plainly relevant to a live security for costs application. The Court accepted that the application for security for costs had not yet been heard, but that did not stop the Court from asking whether the subpoenaed documents were apparently relevant to issues likely to arise on that application.

The judgment also records some facts about the Wingstar entities that made the issue concrete. Wingstar was the parent company of Wingstar Trading and Wingstar Software Pty Ltd. Wingstar Trading was described in investor material as a revenue-share capital entity and asset-holding company with no business activities, and the material said Wingstar covered its operational expenses. Wingstar had only two issued shares held by Mr Frank Johnson. A bank statement showed Wingstar had $47.69 on 30 September 2025, then received a deposit of $249,993.14 on 7 October 2025. The descriptor for that deposit had been redacted without court approval. The Court said that kind of unilateral redaction was inappropriate, but it still declined to draw the inference urged by the respondents about the deposit because the basis for that inference was too tenuous. Even so, the Court considered it significant that Wingstar had paid-up share capital of $2, had less than $50 in its account at the beginning of October, and that the Wingstar parties accepted the respondents had reason to believe Wingstar might be unable to pay an adverse costs order.

The legal issue was whether leave for the respondents to inspect the subpoenaed documents should be refused under rr 24.15 or 24.19 of the Federal Court Rules 2011 (Cth), or whether inspection should be allowed because the documents had a legitimate forensic purpose in relation to the respondents’ security for costs application.

The judgment identifies the security for costs application as being made under s 56 of the Federal Court of Australia Act 1976 (Cth), r 19.01 of the Federal Court Rules 2011 (Cth), or s 1335 of the Corporations Act 2001 (Cth). Wheatley J explained that s 56 gives the Court a broad and unfettered power to order security for costs, exercised judicially according to the circumstances of the case. The judgment also notes that, although s 1335 contains a threshold requirement, the practical discretionary considerations are much the same.

The Court then turned to subpoena principles. A subpoena cannot be used for fishing, meaning it cannot be used simply to see whether a case exists at all. Nor can it be used as a disguised substitute for discovery. But a subpoena will generally be treated as having a legitimate forensic purpose if the documents sought are apparently relevant to issues in the proceeding. The judgment draws on authorities explaining that apparent relevance is broader than final substantive relevance. The issuing party does not need to show the documents will definitely assist its case. It is enough if the documents could reasonably be expected to throw some light on an issue, have some evidential value, or add in some way to the relevant evidence.

That distinction mattered here. The Wingstar parties argued that factors mentioned in earlier security for costs cases were not automatically relevant in every case. The Court accepted that no single factor is universally decisive, but said that point missed the real test. Security for costs is a broad discretionary exercise. Common factors include the applicant’s likely inability to pay costs, the characteristics of the applicant, whether others stand behind the litigation, whether any security or undertaking has been offered, whether the application is oppressive, and whether the proceedings are in substance defensive. Those factors may carry different weight in different cases, but that does not stop documents bearing on them from being apparently relevant.

Wheatley J rejected the Wingstar parties’ main relevance argument. The Court said they were conflating relevance with determinativeness. The question was not whether the subpoenaed documents would be decisive on the security for costs application. The question was whether they had apparent relevance to that application. Because security for costs involves a broad discretionary judgment, documents about financial position, access to funds, and who may be standing behind the litigation can plainly bear on the exercise of that discretion.

The Court also made clear that Wingstar’s acceptance that the respondents had met a prima facie burden or jurisdictional threshold did not shift the overall persuasive onus. The respondents still bore the onus of persuading the Court that security for costs should be ordered. But that did not stop them from seeking documents to support their application.

The Court treated the financial position of Wingstar as a real live issue. It noted Wingstar’s paid-up share capital of $2, the very low bank balance at the beginning of October 2025, and the parties’ acceptance that the respondents had reason to believe Wingstar might be unable to pay an adverse costs order. The Court also noted the corporate structure involving Wingstar and Wingstar Trading. In that context, the usual security for costs factors were capable of being engaged, and the subpoena categories were not dismissed as mere speculation.

At the same time, the Court did not give the respondents unrestricted access to everything. The reasons expressly state that the refusal application would be granted in limited part. Access to the 2024 financials would be refused. Documents answering the description in category 5(b), which concerned third-party funding arrangements, would be available only subject to appropriate redactions, to be agreed or dealt with by further order. Liberty to apply was granted, and the parties were directed to submit short minutes of order by 16 December 2025 in accordance with the reasons.

The judgment also contains an operational point about document handling. A transaction descriptor on a bank statement had been redacted without consent or a court order. Wheatley J said that process was inappropriate. Although the Court did not draw the inference the respondents wanted from the deposit itself, the criticism of unilateral redaction is a practical warning for parties producing documents under court process.

Businesses should read this case as a reminder that procedural disputes can expose sensitive financial information well before the main case is decided. If your company’s ability to pay an adverse costs order is put in issue, the Court may permit inspection of a broad range of financial records if they are apparently relevant to a security for costs application. That can happen even where the documents may not end up being decisive.

This is especially important for startups, thinly capitalised companies, special purpose vehicles and businesses operating through group structures. If one entity is the named litigant but another entity holds assets, earns revenue or funds operations, the other side may argue that the structure matters to security for costs. The judgment shows the Court was willing to look at investor material, share structure, bank balances and the possibility that others were standing behind the litigation.

The case also shows the limits of common objections. Saying documents are confidential will not necessarily stop inspection if the documents are apparently relevant. Saying the other side is relying on broad factors from earlier cases may also fail if those factors are part of the recognised discretionary framework for security for costs. And if a subpoena is challenged as back-door discovery, the Court will look closely at whether it is tied to a real live issue rather than a general search for useful material.

For practical risk management, businesses should keep recent financial records organised, understand what their corporate structure suggests about financial capacity, and be ready to explain any shareholder, director, related-party or third-party support for litigation. If genuinely sensitive information needs protection, the better course is usually to seek targeted redactions or directions rather than making unilateral edits or assuming confidentiality will block access altogether.

The subpoena categories in this case are a useful guide to the kinds of material that may be sought when security for costs is in issue. They included management accounts, interim financial statements, balance sheets, profit and loss statements, statement of cashflows, bank statements, borrowing records, credit card liabilities, activity statements, tax returns, and documents showing litigation funding arrangements. They also included documents the companies intended to rely on to prove they could meet an adverse costs order.

That list matters because it shows how quickly a procedural application can become document-heavy. A business that is not ready for that exercise may face delay, cost and pressure in collecting records and explaining them. The judgment also highlights conduct issues. The Court criticised redactions made without consent or court approval. Even where the Court ultimately protects some material through redactions, the process matters. Businesses should treat court-produced documents as part of a supervised process, not as ordinary internal document management.

Does this case decide who should win the main proceeding? No. The judgment is procedural. It deals with whether the respondents could inspect subpoenaed documents for a security for costs application. The underlying commercial dispute is not explained in detail in the published reasons.

Did the Court approve broad subpoenas just because security for costs was mentioned? No. The Court still applied ordinary subpoena principles. The documents had to have a legitimate forensic purpose and be apparently relevant to issues likely to arise on the security for costs application. The Court also recognised that subpoenas cannot be used for fishing or as a substitute for discovery.

Was Wingstar Trading treated differently because it was a cross-respondent? The Wingstar parties argued that it should be. The Court nevertheless considered the corporate structure and the role of Wingstar Trading when assessing apparent relevance. The reasons do not support a broad rule that a cross-respondent’s financial position is always irrelevant in this context.

What should a business do if sensitive funding documents are sought? This case suggests the better course is to seek targeted protection, such as agreed redactions or further court orders. The Court allowed redaction-based protection for category 5(b) documents rather than blocking inspection altogether.

The judgment was delivered by Wheatley J on 9 December 2025 in the Federal Court of Australia, Queensland Registry, proceeding QUD 750 of 2024. The hearing on the refusal application took place on 21 November 2025. The Court ordered the parties to submit short minutes of order by 4 pm on 16 December 2025 in accordance with the reasons, and granted liberty to apply on three days’ notice.

The decision should be understood as an interlocutory procedural ruling. It resolves a dispute about inspection of subpoenaed documents for a security for costs application. It does not resolve the substantive claims and cross-claims in the main proceeding.

This page is based on the published Federal Court judgment in Wingstar Holdings Pty Ltd v Point Capital Group Pty Ltd [2025] FCA 1553. The published reasons clearly support the procedural holdings described here, including the Court’s focus on apparent relevance, the rejection of the main relevance objection, the refusal of inspection for the 2024 financials, and the redaction-based treatment of category 5(b) funding documents.

The judgment does not provide a full account of the underlying commercial dispute between the parties, so this explainer does not attempt to reconstruct that story beyond what the Court itself states. Readers should treat this as a guide to the procedural ruling, not a full history of the broader litigation.