Combs v Careerseekers New Australian Internship Program Limited

This case arose out of a dispute between Michael Combs and Careerseekers New Australian Internship Program Limited. The public reasons do not set out the full commercial history between them, but they do identify the central controversy. According to Lee J, both sides had previously accepted that the nub of the case was the reason the respondent’s board decided to remove Mr Combs as a director on 10 June 2025.

That point is important because it framed everything that followed. The judgment was not the final hearing on liability. It was an urgent interlocutory application heard on 20 March 2026 because the matter was already listed for a liability hearing on 28 April 2026. Mr Combs wanted leave to amend his concise statement. In the Federal Court, the concise statement is a key document because it sets out the allegations and issues in a streamlined form. If a party wants to change it close to trial, the court will usually ask whether the change is really altering the case or simply refining how the existing case is put.

The proposed amendment added allegations about emails sent on 10 occasions. Those allegations reached back to 29 May 2024 and were said by the applicant to show that concerns had been raised about certain issues. The judge noted that the emails would speak for themselves as to whether the applicant’s characterisation was accurate. That observation is a reminder that in governance disputes, the documents often matter more than the labels parties attach to them.

The court had already made case management orders on 4 February 2026. Those orders included an early mediation, a trial on liability, standard discovery under rule 20.14 of the Federal Court Rules 2011 (Cth), and steps for witness evidence and document lists. The respondent later referred to this as a compressed timetable, but Lee J was not persuaded that was a fair description given the narrow ambit of the facts in issue and the court’s obligation to move matters along quickly, inexpensively and efficiently.

The legal question before the court was procedural. Should the applicant be granted leave to amend his concise statement shortly before the liability hearing? That required the court to consider whether the amendment would unfairly prejudice the respondent, whether it would materially expand the issues for trial, and whether it would significantly increase the burden of standard discovery.

The respondent raised two objections. First, it said the new allegations would expand discovery because they introduced factual matters stretching back to May 2024. Secondly, it said there was a want of evidence explaining why the amendment was being sought, and that this mattered to the balancing exercise on prejudice. The respondent relied on the idea that when amendments are sought late, the court should weigh the explanation for the delay against the prejudice caused.

Lee J dealt with both objections directly. On the first, the judge said the complaint involved an implicit misapprehension about how standard discovery works. Standard discovery under rule 20.14 is not a free-ranging obligation to search for every document that might have some connection to the dispute. It is confined to documents directly relevant to the issues raised and known to the party after a reasonable search. The rule also limits discovery to documents falling within recognised categories, including documents a party intends to rely on, documents adverse to its own case, documents supporting another party’s case, and documents adverse to another party’s case.

On the second objection, the judge accepted that prejudice must be balanced, but concluded that any prejudice here was so minimal that the matter did not need to become complicated. The court was content to proceed on the basis that, after preparing the applicant’s evidence, this was the case the applicant wished to run. The judge described amendments of this type as commonplace in litigation.

Lee J granted leave to amend. The applicant was permitted to file and serve an amended concise statement, and the court extended several timetable dates so the respondent could file an amended concise response, serve evidence, complete discovery and prepare submissions.

The key reason was that the amendment did not change the real issue in the case. The judge had reviewed both the proposed amended pleading and the existing concise response and concluded that, consistently with what had been said at the earlier case management hearing, the real issue remained the state of mind of those acting on behalf of the respondent at the critical time said to give rise to the alleged contravening conduct. In other words, the amendment added factual detail, but it did not transform the case into a different dispute.

The court was also not persuaded that discovery would be significantly expanded. Lee J said it was unclear why, once rule 20.14 was properly understood, the respondent’s discovery task would be materially broader. To the extent there was any expansion, the judge regarded it as minimal. That finding mattered because prejudice is often the strongest argument against a late amendment. Here, the court considered the prejudice so limited that leave should be granted.

The judge also noted that the applicant’s material in chief appeared already to have been disclosed to the respondent under existing orders or in anticipation of the amendment application. That reduced any suggestion of unfair surprise. The reasons contain some pointed comments about the opposition to the amendment. Lee J described the request as a standard one in litigation and expressed regret that the court had to be convened urgently to deal with a matter that, in the judge’s view, should have been resolved by consent between the solicitors. Costs were reserved.

Businesses should be careful not to overread this decision. It is not a ruling that the respondent did or did not breach the Corporations Act. It does not decide whether the removal of Mr Combs as a director was lawful. It is a procedural ruling about pleadings, discovery and prejudice. Its value lies in showing how the court approaches a narrow governance dispute when one party wants to add factual detail before trial.

The strongest practical lesson is about records and reasons. If a board removes a director, the company may later need to prove the actual reasons for that decision. Courts are interested in contemporaneous reasoning, not just after-the-event explanations. That means minutes, board papers, emails and witness recollections can all become important. If those materials are inconsistent, incomplete or informal, the company may face a harder task in defending the decision.

The second lesson is about litigation strategy. Businesses sometimes oppose amendments on the assumption that any extra allegation automatically creates unfairness. This case shows that the court will ask a more practical question: does the amendment really change the issue to be tried? If the answer is no, and any extra discovery burden is limited, opposition may fail. In some cases, it may also irritate the court and increase costs.

The third lesson is about discovery discipline. Standard discovery is not unlimited. Parties should understand what the rule actually requires and plan document collection accordingly. If the real issue is the board’s state of mind at a particular time, the relevant documents are likely to be those that bear directly on that issue. Businesses should preserve those materials early and avoid assuming that informal communications will stay outside the dispute.

The judgment highlights the practical importance of contemporaneous documents in board disputes. The proposed amendment referred to emails sent on 10 occasions and said to have raised concerns about certain issues. The judge did not decide what those emails proved. Instead, the court noted that the emails would speak for themselves. That is often how governance disputes unfold. Parties may argue about what a communication means, but the court will ultimately examine the actual document and test it against the pleaded case and witness evidence.

Lee J also made an observation that business readers should not miss. Given the nature of the case and the fact that the respondent was represented by a large and experienced firm, the judge said the first step in preparing a conscientious concise response would have been to interrogate likely witnesses about their actual, contemporaneous subjective reasoning processes. That comment reflects a broader expectation in litigation. If the dispute turns on why a decision was made, parties are expected to investigate that issue properly from the start.

For companies, this means governance process should not be treated as a formality. If a board is considering removing a director or taking another serious governance step, it is sensible to ensure that the reasons are clearly identified, that the decision-making process is documented, and that key communications are preserved. Informal messages, inconsistent explanations and poorly drafted minutes can all create problems later.

The judgment was delivered by Lee J on 20 March 2026 in the Federal Court of Australia. It concerned an urgent amendment application in proceeding NSD 2375 of 2025. The matter had first come before the judge on 4 February 2026, when the court made case management orders including early mediation, a liability hearing timetable and standard discovery. The liability hearing was listed for 28 April 2026.

The orders made on 20 March 2026 granted leave to amend and extended several dates in the timetable. The respondent was given until 10 April 2026 to file and serve an amended concise response. The date for the respondent’s proof of evidence and list of documents was also extended to 10 April 2026. Standard discovery and verified lists of discoverable documents were extended to 15 April 2026. The applicant’s reply evidence and outline of submissions were extended to 17 April 2026, and the respondent’s outline of submissions was extended to 20 April 2026.

Because this is only an interlocutory ruling, it should not be treated as the final word on the parties’ substantive rights. It explains how the case was allowed to proceed to hearing, not how the underlying Corporations Act allegations were ultimately resolved.