ABANO HEALTHCARE GROUP LTD v HEALTHCARE PARTNERS HOLDINGS LTD [2017] NZHC 3003

ABANO HEALTHCARE GROUP LTD v HEALTHCARE PARTNERS HOLDINGS LTD [2017] NZHC 3003

Judge ordered targeted and proportionate discovery: Healthcare Partners must disclose documents in categories sought by Abano (expectations, engagement terms and responses) where relevant; Abano must discover documents evidencing, for each service provider (categories 2–10) the written instructions or recorded oral instructions, contracts, deliverables from the provider, and, to the extent available, time spent, fees charged, and personnel/rates; internal Abano correspondence beyond records of instructions was generally disproportionate and refused except limited additional disclosure for Forsyth Barr and for director documentation (diary/notes and correspondence recording director work)...

Citation
[2017] NZHC 3003
Parties
Plaintiff / Counterclaim Defendant: Abano Healthcare Group Limited; Defendant / Counterclaim Plaintiff: Healthcare Partners Holdings Limited
Court
High Court
Jurisdiction
New Zealand
Judgment Date
5 December 2017
Procedural Posture
Claim Under Rule 49(2) Takeovers Code and Counterclaim Under Companies Act 1993 (s174 Oppression and Corporate Relief) / Discovery
Outcome
Discovery ordered in part and dismissed in part. Abano's discovery application granted as sought. Healthcare Partners' discovery application granted in part (specified targeted categories) and otherwise dismissed. Privilege not waived. Costs: Abano awarded 2B costs on its application; Healthcare Partners' costs to...
Legal Topics
Rule 49(2) Takeovers Code Reimbursement of Expenses, Recovery of Expenses and Reasonableness, Discovery and Proportionality, Waiver of Legal Professional Privilege, Minority Shareholder Oppression (s174 Companies Act)
Company Law Takeovers Law Civil Procedure Evidence Law Rule 49(2) Takeovers Code Reimbursement of Expenses Recovery of Expenses and Reasonableness Discovery and Proportionality Waiver of Legal Professional Privilege +1 more

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Parties

Abano Healthcare Group Limited

Plaintiff / Counterclaim Defendant

Healthcare Partners Holdings Limited

Defendant / Counterclaim Plaintiff

Procedural Posture

Claim Under Rule 49(2) Takeovers Code and Counterclaim Under Companies Act 1993 (s174 Oppression and Corporate Relief) / Discovery

Legal Issues

  1. 1 Meaning and scope of 'expenses properly incurred' under rule 49(2)
  2. 2 Relevance and proportionality of discovery requests to prove purpose and quantum of expenses
  3. 3 Whether plaintiff waived legal professional privilege by claiming solicitor fees

Ratio Decidendi

Judge ordered targeted and proportionate discovery: Healthcare Partners must disclose documents in categories sought by Abano (expectations, engagement terms and responses) where relevant; Abano must discover documents evidencing, for each service provider (categories 2–10) the written instructions or recorded oral instructions, contracts, deliverables from the provider, and, to the extent available, time spent, fees charged, and personnel/rates; internal Abano correspondence beyond records of instructions was generally disproportionate and refused except limited additional disclosure for Forsyth Barr and for director documentation (diary/notes and correspondence recording director work)...

Court Disposition

Discovery ordered in part and dismissed in part. Abano's discovery application granted as sought. Healthcare Partners' discovery application granted in part (specified targeted categories) and otherwise dismissed. Privilege not waived. Costs: Abano awarded 2B costs on its application; Healthcare Partners' costs to...

Orders

  • Abano's application: Healthcare Partners to discover documents in categories 1-3 as described in judgment (documents recording Healthcare Partners' expectations regarding Abano's likely responses, advisers and likely costs; terms of engagement and fees payable to any financial adviser engaged by Healthcare Partners;...
  • Abano to discover, to the extent not already provided, for each service provider in categories 2–10: (a) Abano's written instructions or any Abano record of oral instructions to the provider; (b) any contract/engagement terms between Abano and the provider; (c) documents generated by the provider and delivered to...