RIDGE and RIDGE v PARORE and LLOYD [2014] NZHC 318

RIDGE and RIDGE v PARORE and LLOYD [2014] NZHC 318

The plaintiffs failed to establish the essential element of a clear and unequivocal common intention that the Parore Trust would hold 50% of the SBA shares on trust for the Ridge Trust; the 2007 restructuring was intended to separate ownership of assets between the trusts and any equal sharing was to be achieved by treating the parties as equal beneficiaries, not by altering legal title, therefore the constructive trust claim fails.

Citation
[2014] NZHC 318
Parties
Second Plaintiff: SALLY ANNE JUDITH RIDGE; First Plaintiff: JAMIE DILLON RIDGE; First Defendant: ADAM PARORE FAMILY TRUST; Second Defendant: ADAM CRAIG PARORE; First Defendant: AARON LLOYD; Third Defendant: SMALL BUSINESS ACCOUNTING (NZ) LIMITED
Court
High Court
Jurisdiction
New Zealand
Judgment Date
28 February 2014
Procedural Posture
Application Under S 174 Companies Act 1993 and Proprietary Trust Claim Following Relationship Breakdown / Judgment After Trial
Outcome
Defendants entitled to judgment on the plaintiffs' claim; plaintiffs' claim dismissed; defendants' counterclaims dismissed.
Legal Topics
Common Intention Constructive Trust, Trust Restructuring, Proprietary Claim to Shares, Beneficiary Entitlement, Costs
Trusts Companies Law Property Law Family Law (relationship Property) Common Intention Constructive Trust Trust Restructuring Proprietary Claim to Shares Beneficiary Entitlement +1 more

Case Brief

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Parties

SALLY ANNE JUDITH RIDGE

Second Plaintiff

JAMIE DILLON RIDGE

First Plaintiff

ADAM PARORE FAMILY TRUST

First Defendant

ADAM CRAIG PARORE

Second Defendant

AARON LLOYD

First Defendant

SMALL BUSINESS ACCOUNTING (NZ) LIMITED

Third Defendant

Procedural Posture

Application Under S 174 Companies Act 1993 and Proprietary Trust Claim Following Relationship Breakdown / Judgment After Trial

Legal Issues

  1. 1 Whether the Parore Trust's shareholding in SBA was held on a common intention constructive trust for the benefit of the Ridge Trust
  2. 2 Whether there was a clear and unequivocal shared intention or agreement that SBA would be held 50/50 between the trusts
  3. 3 Effect of 2007 trust restructuring on ownership and beneficial interests

Ratio Decidendi

The plaintiffs failed to establish the essential element of a clear and unequivocal common intention that the Parore Trust would hold 50% of the SBA shares on trust for the Ridge Trust; the 2007 restructuring was intended to separate ownership of assets between the trusts and any equal sharing was to be achieved by treating the parties as equal beneficiaries, not by altering legal title, therefore the constructive trust claim fails.

Court Disposition

Defendants entitled to judgment on the plaintiffs' claim; plaintiffs' claim dismissed; defendants' counterclaims dismissed.

Orders

  • Judgment for the defendants on the plaintiffs' claim.
  • Defendants' counterclaims dismissed.