PURE ELITE HOLDINGS LIMITED v PEH NEW ZEALAND LIMITED [2018] NZHC 844

PURE ELITE HOLDINGS LIMITED v PEH NEW ZEALAND LIMITED [2018] NZHC 844

The court dismissed the defendant's applications for further particulars because the plaintiffs' pleading and their written responses provided sufficient fair notice of the claim; the additional details sought (specifics of Enertech's 'internal issues', granular particulars of 'significant resources' committed in Jan–Mar 2015, and the underlying computations/comparators for the NZ$108,000,000 valuation) were evidential matters properly addressed by disclosure and expert evidence rather than particulars at the pleading stage; accordingly the particulars requests were unnecessary and refused, and plaintiffs awarded costs on a 2B basis.

Citation
[2018] NZHC 844
Parties
First Plaintiff: PURE ELITE HOLDINGS LIMITED; Second Plaintiff: PEH NEW ZEALAND LIMITED; Third Plaintiff: EVER HEALTH NEW ZEALAND LIMITED; First Defendant and First Counterclaim Plaintiff: BODCO LIMITED; Second Defendant and Second Counterclaim Plaintiff: BRIAN NOEL WAGSTAFF; Third Defendant and Second Counterclaim Plaintiff: RICHARD CHEW YOUNG; Fourth Counterclaim Defendant: RANDOLPH EDWARD CASIMIR VANDER BURGH; Fifth Counterclaim Defendant: GEOFFREY IAN POLLARD
Court
High Court
Jurisdiction
New Zealand
Judgment Date
30 April 2018
Procedural Posture
Contract and Company Law Dispute (high Court) / Interlocutory Applications for Further Particulars and Discovery (heard 19 April 2018); Judgment on Particulars Application Delivered 30 April 2018
Outcome
Application for further particulars dismissed in all respects; plaintiffs awarded costs on a 2B basis and disbursements to be fixed by the registrar
Legal Topics
Repudiation, Breach of Contract, Particulars of Claim, Discovery, Valuation of Shares, Directors' Duties, Special Damages, Companies Act Breaches, Fair Trading Act S9, Contractual Remedies Act
Contract Law Company Law Civil Procedure Fiduciary Duties Competition and Consumer Law Repudiation Breach of Contract Particulars of Claim +7 more

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Parties

PURE ELITE HOLDINGS LIMITED

First Plaintiff

PEH NEW ZEALAND LIMITED

Second Plaintiff

EVER HEALTH NEW ZEALAND LIMITED

Third Plaintiff

BODCO LIMITED

First Defendant and First Counterclaim Plaintiff

BRIAN NOEL WAGSTAFF

Second Defendant and Second Counterclaim Plaintiff

RICHARD CHEW YOUNG

Third Defendant and Second Counterclaim Plaintiff

RANDOLPH EDWARD CASIMIR VANDER BURGH

Fourth Counterclaim Defendant

GEOFFREY IAN POLLARD

Fifth Counterclaim Defendant

Procedural Posture

Contract and Company Law Dispute (high Court) / Interlocutory Applications for Further Particulars and Discovery (heard 19 April 2018); Judgment on Particulars Application Delivered 30 April 2018

Legal Issues

  1. 1 Whether plaintiffs must provide further particulars about 'internal issues' at Enertech alleged to have delayed funding
  2. 2 Whether plaintiffs must particularise the 'significant resources' committed Jan–Mar 2015 to secure funding
  3. 3 Whether plaintiffs must particularise the basis for their NZ$55,000,000 loss figure and NZD$108,000,000 valuation of Danpac

Ratio Decidendi

The court dismissed the defendant's applications for further particulars because the plaintiffs' pleading and their written responses provided sufficient fair notice of the claim; the additional details sought (specifics of Enertech's 'internal issues', granular particulars of 'significant resources' committed in Jan–Mar 2015, and the underlying computations/comparators for the NZ$108,000,000 valuation) were evidential matters properly addressed by disclosure and expert evidence rather than particulars at the pleading stage; accordingly the particulars requests were unnecessary and refused, and plaintiffs awarded costs on a 2B basis.

Court Disposition

Application for further particulars dismissed in all respects; plaintiffs awarded costs on a 2B basis and disbursements to be fixed by the registrar

Orders

  • Application for further particulars dismissed
  • Plaintiffs awarded costs against the first defendant on a 2B basis