RE LARKING (ZENITH CLYNE CORPORATION LTD) [2023] NZHC 1033

RE LARKING (ZENITH CLYNE CORPORATION LTD) [2023] NZHC 1033

Court appointed Kim Larking and Ivan Middlemost as directors under s154 because the company had no competent directors, appointment by constitution was impracticable, applicants had standing as property managers for a shareholder, appointment was necessary to protect company assets from urgent risk and it was in the...

Source-derived case information.

Citation
[2023] NZHC 1033
Parties
Applicant (property Manager for Adelaide): Kim Larking; Applicant (property Manager for Adelaide): Ivan Middlemost; Company Subject to Application: Zenith Clyne Corporation Limited; Sole Living Director and 50% Shareholder (incapacitated): Adelaide Larking; Deceased Director and 50% Shareholder: Denis Larking
Court
High Court
Jurisdiction
New Zealand
Judgment Date
3 May 2023
Procedural Posture
Application Under S154 Companies Act 1993 for Appointment of Directors / Judgment (on the Papers)
Outcome
Application granted
Legal Topics
Appointment of Directors Under S154, Standing of Property Managers, Protection of Shareholder Value, Dangerous Building Enforcement, Letters of Administration
Company Law Succession and Estates Civil Procedure Property Law Building Regulation Appointment of Directors Under S154 Standing of Property Managers Protection of Shareholder Value +2 more

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Parties

Kim Larking

Applicant (property Manager for Adelaide)

Ivan Middlemost

Applicant (property Manager for Adelaide)

Zenith Clyne Corporation Limited

Company Subject to Application

Adelaide Larking

Sole Living Director and 50% Shareholder (incapacitated)

Denis Larking

Deceased Director and 50% Shareholder

Procedural Posture

Application Under S154 Companies Act 1993 for Appointment of Directors / Judgment (on the Papers)

Legal Issues

  1. 1 Whether court should appoint directors under s154 where company has no competent directors
  2. 2 Whether applicants have standing to apply as property managers of a shareholder
  3. 3 How to protect the interests of the deceased director's estate and prevent prejudice

Ratio Decidendi

Court appointed Kim Larking and Ivan Middlemost as directors under s154 because the company had no competent directors, appointment by constitution was impracticable, applicants had standing as property managers for a shareholder, appointment was necessary to protect company assets from urgent risk and it was in the interests of the company; the appointment was made subject to a condition protecting the value of the deceased director's estate.

Court Disposition

Application granted

Orders

  • Service dispensed with; copy of judgment to be sent to the children of Denis and Adelaide
  • Appoint Kim Larking (trustee) and Ivan Middlemost (accountant) as directors of Zenith Clyne Corporation Limited with all powers, obligations and duties of directors