NACEY v McMASTER [2022] NZHC 546

NACEY v McMASTER [2022] NZHC 546

Where all persons with an interest in the surplus assets who have taken active steps in the litigation consent to the quantum of liquidators' costs and to the proposed distribution, the Court may, by consent, make orders approving those costs and directing distribution under s284 without the usual detailed evidential material.

Citation
[2022] NZHC 546
Parties
Applicants: Richard John Nacey; John Howard Ross Fisk (joint and several liquidators of Marlborough Country Limited (in liquidation)); First Respondents: Gary Richard McMaster; Jaynemarie Gale; Peter Scott Murphy; Stephen John Gale; Second Respondent: Vuelta Investments Limited; Third Respondents: Annie Chan; Jack Chan; Fourth Respondent: H H Hahn Limited; Fifth Respondent: Frederick Paul Pereira; Sixth Respondent: Dominic Chandran; Seventh Respondent: You Seo Lian; Eighth Respondent: Chuah Kim Seng; Ninth Respondent: Sonia Jane Pereira; Tenth Respondent: Marcus Paul Pereira; Eleventh Respondent: Yong Siew Leng; Twelfth Respondent: Francis Brigged
Court
High Court
Jurisdiction
New Zealand
Judgment Date
23 March 2022
Procedural Posture
Application for Directions Under Section 284 Companies Act 1993 / Application for Directions; Parties Reached Settlement and Sought Consent Orders; Court Made Orders by Consent
Outcome
Orders made by consent approving the liquidators' costs and disbursements and directing distribution of the surplus assets; proceeding concluded
Legal Topics
Distribution of Surplus Assets, Liquidators' Costs Approval, Settlement by Consent, Section 284 Companies Act 1993
Company Law Insolvency Liquidation Civil Procedure Distribution of Surplus Assets Liquidators' Costs Approval Settlement by Consent Section 284 Companies Act 1993

Case Brief

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Parties

Richard John Nacey; John Howard Ross Fisk (joint and several liquidators of Marlborough Country Limited (in liquidation))

Applicants

Gary Richard McMaster; Jaynemarie Gale; Peter Scott Murphy; Stephen John Gale

First Respondents

Vuelta Investments Limited

Second Respondent

Annie Chan; Jack Chan

Third Respondents

H H Hahn Limited

Fourth Respondent

Frederick Paul Pereira

Fifth Respondent

Dominic Chandran

Sixth Respondent

You Seo Lian

Seventh Respondent

Chuah Kim Seng

Eighth Respondent

Sonia Jane Pereira

Ninth Respondent

Marcus Paul Pereira

Tenth Respondent

Yong Siew Leng

Eleventh Respondent

Francis Brigged

Twelfth Respondent

Procedural Posture

Application for Directions Under Section 284 Companies Act 1993 / Application for Directions; Parties Reached Settlement and Sought Consent Orders; Court Made Orders by Consent

Legal Issues

  1. 1 Whether the Court may approve liquidators' costs without the usual evidential material where all interested parties consent
  2. 2 Whether the Court should make directions for distribution of surplus assets by consent under s284
  3. 3 Whether liquidators should step back when shareholders advance competing claims

Ratio Decidendi

Where all persons with an interest in the surplus assets who have taken active steps in the litigation consent to the quantum of liquidators' costs and to the proposed distribution, the Court may, by consent, make orders approving those costs and directing distribution under s284 without the usual detailed evidential material.

Court Disposition

Orders made by consent approving the liquidators' costs and disbursements and directing distribution of the surplus assets; proceeding concluded

Orders

  • Orders made in terms of paragraphs (3)(a) and (3)(b) of the joint memorandum of counsel dated 22 March 2022 approving the liquidators' costs and disbursements
  • Orders directing distribution of the surplus assets in accordance with the consent memorandum; proceeding dismissed as concluded