CARTER v CANTERBURY DESIGN AND DEVELOPMENT LIMITED [2023] NZHC 1750

CARTER v CANTERBURY DESIGN AND DEVELOPMENT LIMITED [2023] NZHC 1750

The plaintiffs were not entitled to indemnity costs because the Court could not identify a breached contractual source that obliged the defendants to transfer the shares; the jurisdictional objection, although unsuccessful, was not conducted in a manner warranting increased costs; accordingly ordinary 2B costs were awarded in favour of the plaintiffs in the sum specified.

Citation
[2023] NZHC 1750
Parties
First Plaintiff: Simon Laidlaw Carter; Second Plaintiff: Christopher John Swann; First Defendant: Canterbury Design and Development Limited; Second Defendant: Aaron John Hooper; Second Defendant: Carl James Fordyce
Court
High Court
Jurisdiction
New Zealand
Judgment Date
6 July 2023
Procedural Posture
Specific Performance of Agreements to Issue Shares / Costs Application Following Interlocutory Jurisdiction Judgment and Judgment on Admissions
Outcome
Plaintiffs awarded standard 2B costs; claim for indemnity/increased costs dismissed.
Legal Topics
Specific Performance, Share Transfer, Indemnity Costs, Jurisdictional Objection to Court Jurisdiction (arbitration Clause), Summary Judgment, Judgment on Admissions
Contract Company Law Civil Procedure Arbitration Equity Specific Performance Share Transfer Indemnity Costs +3 more

Case Brief

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Parties

Simon Laidlaw Carter

First Plaintiff

Christopher John Swann

Second Plaintiff

Canterbury Design and Development Limited

First Defendant

Aaron John Hooper

Second Defendant

Carl James Fordyce

Second Defendant

Procedural Posture

Specific Performance of Agreements to Issue Shares / Costs Application Following Interlocutory Jurisdiction Judgment and Judgment on Admissions

Legal Issues

  1. 1 Whether plaintiffs were entitled to indemnity costs under the shareholders agreement or business agreement
  2. 2 Whether the defendants' jurisdictional objection relying on an arbitration clause ousted the Court's jurisdiction
  3. 3 Whether the defendants' conduct warranted increased (indemnity) costs for being vexatious, frivolous or unnecessary

Ratio Decidendi

The plaintiffs were not entitled to indemnity costs because the Court could not identify a breached contractual source that obliged the defendants to transfer the shares; the jurisdictional objection, although unsuccessful, was not conducted in a manner warranting increased costs; accordingly ordinary 2B costs were awarded in favour of the plaintiffs in the sum specified.

Court Disposition

Plaintiffs awarded standard 2B costs; claim for indemnity/increased costs dismissed.

Orders

  • Judgment for plaintiffs on costs on a 2B basis in the sum of 20414.41 NZD plus disbursements
  • No award of increased or indemnity costs to plaintiffs