SAREEN v OBEROI & OR [2021] NZHC 2884

SAREEN v OBEROI & OR [2021] NZHC 2884

Leave granted under s165 because there are reasonably arguable claims that the finance condition was arguably satisfied and that the first respondent, as director of the purchaser company, acted to prevent fulfilment and thereby breached fiduciary duties; those claims have sufficient prospect of success and it is...

Source-derived case information.

Citation
[2021] NZHC 2884
Parties
Applicant / Shareholder and Director of 165 Russell Road Ltd: DHEERAJ SAREEN; First Respondent / Shareholder and Director: JAGPREET SINGH OBEROI; Second Respondent: 165 RUSSELL ROAD LIMITED
Court
High Court
Jurisdiction
New Zealand
Judgment Date
28 October 2021
Procedural Posture
Application for Leave to Bring Derivative Action Under the Companies Act 1993 / High Court Decision on S 165 Leave Application
Outcome
Application granted: leave to bring derivative action in the name of 165 Russell Road Ltd under s165 Companies Act 1993
Legal Topics
Derivative Action, Specific Performance, Breach of Fiduciary Duty, Finance Condition, Contract Cancellation, Leave Under S165, Costs (s166)
Company Law Equity Contract Law Property Law Civil Procedure Derivative Action Specific Performance Breach of Fiduciary Duty +4 more

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Parties

DHEERAJ SAREEN

Applicant / Shareholder and Director of 165 Russell Road Ltd

JAGPREET SINGH OBEROI

First Respondent / Shareholder and Director

165 RUSSELL ROAD LIMITED

Second Respondent

Procedural Posture

Application for Leave to Bring Derivative Action Under the Companies Act 1993 / High Court Decision on S 165 Leave Application

Legal Issues

  1. 1 Whether leave should be granted under s165 to bring derivative proceedings on behalf of 165 Russell Road Ltd
  2. 2 Whether the proposed proceedings have a reasonable likelihood of success
  3. 3 Whether it is in the interests of the company that the proceedings proceed

Ratio Decidendi

Leave granted under s165 because there are reasonably arguable claims that the finance condition was arguably satisfied and that the first respondent, as director of the purchaser company, acted to prevent fulfilment and thereby breached fiduciary duties; those claims have sufficient prospect of success and it is arguably in the company's interests to pursue them, so all statutory criteria for leave are met.

Court Disposition

Application granted: leave to bring derivative action in the name of 165 Russell Road Ltd under s165 Companies Act 1993

Orders

  • Grant leave to bring derivative action in the name of 165 Russell Road Ltd under s165 Companies Act 1993
  • Leave granted in respect of all three proposed causes of action in the draft statement of claim